ASSET
TRANSFER AGREEMENT

       

      THIS AGREEMENT dated as of
9:00 a.m., Calgary time, on the 5th day of
September, 2006.

       

      BETWEEN:

       

      AMIHAY LAPID,

      an
individual resident in the City of Calgary, in the Province of Alberta, Canada
(“Amihay”)

       

      - and
–

       

      YONATIN LAPID,

      an
individual resident in the City of Calgary, in the Province of Alberta, Canada
(“Yonatin”)

       

      - and
–

       

      YOSI LAPID,

      an
individual resident in the City of Calgary, in the Province of Alberta, Canada
(“Yosi”)

       

      - and
–

       

      NORTH AMERICAN MINERALS GROUP,
INC.,

      a
corporation continued pursuant to the laws of the Province of British Columbia
(“Transferee”)

       

      WHEREAS Amihay, Yonatin and
Yosi (collectively, “Transferors”) are parties to a
purchase agreement (the “Purchase Agreement”) with
Ernest D. Black, an individual residing in the City of Blaine in the State of
Washington (“Black”)
dated August 22, 2006, pursuant to which Black sold the Assets (as hereinafter
defined) to the Transferors;

       

      AND WHEREAS Transferors wish
to sell, and Transferee wishes to purchase, Transferors’ entire interests in and
to the Assets in consideration for the issuance of the Shares and the assumption
of the Obligations (each as hereinafter defined) upon and subject to the terms
and conditions hereof;

       

      NOW THEREFORE, in consideration of the
foregoing, the representations, warranties, covenants and agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby mutually agree
as follows:

       

      
        
          ARTICLE 1
INTERPRETATION

        

      

       

      
        	
                1.1

              	
                Definitions

              


      

       

      In this
Agreement, including the premises and the schedules hereto:

       

      
        	
                 
      

              	
                (a)

              	
                “Agreement” means this
      agreement, including the recitals and the schedules hereto, and any
      amendments hereto made in accordance with
  Section 1.3;

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                “Amihay” shall have the
      meaning first written above;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                “Amihay Interest” means
      an undivided forty percent (40%) interest in and to the
      Assets;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                “Amihay Shares” means
      four million, six hundred thousand (4,600,000) Class “A” Common Shares in
      the capital of Transferee;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                “Applicable Law” means
      any applicable domestic or foreign law including any statute, subordinate
      legislation or treaty, and any applicable guideline or other requirement
      or rule of law or stock exchange rule, including any judicial or
      administrative interpretation thereof, directive, rule, standard,
      requirement or policy of a Governmental Authority or a Governmental Order
      whether or not having the force of
law;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                “Assets” means an
      undivided one hundred percent (100%) right, title, estate and interest in
      and to the Claims, the Lease and the Royalty Option, together with all
      other rights and interests of Transferors associated
      therewith;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                “Black” shall have the
      meaning first written above;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                “Business Day” means any
      day of the week, except Saturday, Sunday or any statutory holiday in
      either of the Provinces of Alberta or British
  Columbia;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                “Claims” means the diamond
      claims set forth in Schedule “A” attached
  hereto;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                “Governmental Authority”
      means any domestic or foreign, federal, state, provincial or local
      governmental, regulatory or administrative authority (including the State
      of Colorado Board of Land Commissioners and other agencies, the United
      States Department of the Interior, Bureau of Land Management, the United
      States Forest Service, U.S. Department of Agriculture, securities
      commissions, the TSX Venture Exchange and other applicable stock
      exchanges), agency or commission or any court, tribunal or judicial or
      arbitral body, having or purporting to have jurisdiction in the
      circumstances;

              


      

       

      
        	
                 
      

              	
                (k)

              	
                “Governmental Order”
      means any order (whether judicial or administrative), writ, judgment,
      injunction, decree, stipulation, ruling, assessment, determination or
      award issued or entered by, or with, any Governmental
      Authority;

              


      

       

      
        	
                 
      

              	
                (l)

              	
                “Lease” means General
      Mining Lease No. GM 3430, issued by the State of Colorado, State Board of
      Land Commissioners dated October 21,
2005;

              


      

       

      
        	
                 
      

              	
                (m)

              	
                “Lien” means any
      encumbrance of any nature or kind whatsoever and includes a security
      interest, mortgage, lien, hypothec, pledge, hypothecation, assignment,
      charge or security, including arising under or by operation of any
      Applicable Law, including any banking legislation, trust or deemed trust
      (whether contractual, statutory or otherwise arising), any easement,
      agreement, reservation, right of way, restriction, encroachment, burden,
      bond, guarantee or any other right or claim of others of any kind whatever
      or any restrictive covenant or other agreement, restriction or limitation
      on title or use;

              


      


      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (n)

              	
                “Loss” has the meaning
      set out in Section 4.1;

              


      

       

      
        	
                 
      

              	
                (o)

              	
                “Obligations” has the
      meaning set out in
Section 2.1(d);

              


      

       

      
        	
                 
      

              	
                (p)

              	
                “Parties” means Amihay,
      Yonatin and Yosi and Transferee and their respective successors and
      assigns and “Party” means any one of
      them;

              


      

       

      
        	
                 
      

              	
                (q)

              	
                “Purchase Agreement”
      shall have the meaning first written
above;

              


      

       

      
        	
                 
      

              	
                (r)

              	
                “Purchase Price” has the
      meaning set out in
Section 2.2;

              


      

       

      
        	
                 
      

              	
                (s)

              	
                “Royalty” means the net
      sales royalty reserved by Black pursuant to the terms of the Purchase
      Agreement;

              


      

       

      
        	
                 
      

              	
                (t)

              	
                “Royalty Option” means
      the exclusive and one-time option granted by Black to Transferors pursuant
      to the terms of the Purchase Agreement to acquire one-third, two-thirds or
      all of the Royalty;

              


      

       

      
        	
                 
      

              	
                (u)

              	
                “Shares” means eleven
      million, five hundred thousand (11,500,000) Class A Common Shares in the
      capital of Transferee;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                “Transferee” shall have
      the meaning first written above;

              


      

       

      
        	
                 
      

              	
                (w)

              	
                “Transferors” shall have
      the meaning first written above;

              


      

       

      
        	
                 
      

              	
                (x)

              	
                “Yonatin” shall have the
      meaning first written above;

              


      

       

      
        	
                 
      

              	
                (y)

              	
                “Yonatin Interest” means
      an undivided forty percent (40%) interest in and to the
      Assets;

              


      

       

      
        	
                 
      

              	
                (z)

              	
                “Yonatin Shares” means
      four million, six hundred thousand (4,600,000) Class “A” Common Shares in
      the capital of Transferee;

              


      

       

      
        	
                 
      

              	
                (aa)

              	
                “Yosi” shall have the
      meaning first written above;

              


      

       

      
        	
                 
      

              	
                (bb)

              	
                “Yosi Interest” means an
      undivided twenty percent (20%) interest in and to the Assets;
      and

              


      

       

      
        	
                 
      

              	
                (cc)

              	
                “Yosi Shares” means two
      million, three hundred thousand (2,300,000) Class “A” Common Shares in the
      capital of Transferee.

              


      

       

      
        	
                1.2

              	
                Construction

              


      

       

      In this
Agreement, unless otherwise expressly stated:


      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                references
      to “herein”, “hereby”, “hereunder”, “hereof” and similar expressions are
      references to this Agreement and not to any particular section, subsection
      or schedule;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                references
      to an “Article” or “Section” are references to an article or section of
      this Agreement, as applicable;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                references
      to dollar amounts are references to U.S. dollar
  amounts;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      following schedule is attached hereto and incorporated herein by this
      reference:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Schedule
      “A” – Claims and Lease;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                words
      importing the singular shall include the plural and vice versa, words
      importing gender shall include the masculine, feminine and neuter genders,
      and references to a “person” or “persons” shall include individuals,
      corporations, partnerships, associations, bodies politic and other
      entities, all as may be applicable in the
  context;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      use of headings is for convenience of reference only and shall not affect
      the construction or interpretation hereof;
and

              


      

       

      
        	
                 
      

              	
                (g)

              	
                time
      is of the essence.

              


      

       

      
        	
                1.3

              	
                Entire
      Agreement

              


      

       

      This
Agreement expresses and constitutes the entire agreement between the Parties
with respect to the purchase and sale of the Assets, and supersedes any previous
agreements or understandings with respect thereto.  This Agreement may
be amended only by written instrument executed by the Parties.

       

      
        	
                1.4

              	
                GAAP

              


      

       

      Except as
otherwise provided herein, all determinations and assessments reliant on the
applicable of accounting principles shall be made on the basis of generally
accepted accounting principles approved from time to time by either of the
Canadian Institute of Chartered Accountants or the American Institute of
Chartered Accountants.

       

      ARTICLE 2 ASSET
TRANSFER

       

      
        	
                2.1

              	
                Transfer
      of Assets

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Amihay
      hereby sells, assigns, conveys, transfers and delivers the Amihay Interest
      to Transferee, and Transferee hereby purchases, receives and accepts the
      Amihay Interest from Transferor, all on the terms and conditions set forth
      in this Agreement.

              


      


      
        
           


        

        
          - 4
-

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                Yonatin
      hereby sells, assigns, conveys, transfers and delivers the Yonatin
      Interest to Transferee, and Transferee hereby purchases, receives and
      accepts the Yonatin Interest from Transferor, all on the terms and
      conditions set forth in this
Agreement.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Yosi
      hereby sells, assigns, conveys, transfers and delivers the Yosi Interest
      to Transferee, and Transferee hereby purchases, receives and accepts the
      Yosi Interest from Transferor, all on the terms and conditions set forth
      in this Agreement.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Transferee
      hereby assumes, and agrees to fulfil and perform, all obligations and
      liabilities of Transferors arising or accruing hereafter in respect of the
      Assets, including, without limitation, payment of the Royalty
      (collectively, the “Obligations”).

              


      

       

      
        	
                2.2

              	
                Purchase
      Price

              


      

       

      It is the
intention of the Parties hereto that the purchase price payable for the Assets
and the assumption of the Obligations (the “Purchase Price”) shall be an
amount equal to the fair market value thereof, which the Parties deem to be one
hundred fifteen thousand dollars ($115,000.00).  The Purchase Price is
hereby paid and satisfied by Transferee issuing and delivering the
following:

       

      
        	
                 
      

              	
                (a)

              	
                to
      Amihay, a certificate representing the Amihay Shares, which shall be
      issued to Amihay as fully paid and
  non-assessable;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                to
      Yonatin, a certificate representing the Yonatin Shares, which shall be
      issued to Yonatin as fully paid and non-assessable;
  and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                to
      Yosi, a certificate representing the Yosi Shares, which shall be issued to
      Yosi as fully paid and
non-assessable.

              


      

       

      
        	
                2.3

              	
                Payment
      of Tax and Registration Charges on
  Transfer

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Transferors
      shall be liable for and shall pay all transfer and sales taxes, duties,
      registration charges, or other like charges properly payable upon and in
      connection with the conveyance and transfer of the Assets by Transferors
      to Transferee.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Amihay
      hereby pays to Transferee an amount equal to ten percent (10%) of the
      Purchase Price attributable to the Amihay Interest, which amount
      Transferee hereby acknowledges receipt of, and which amount Transferee
      covenants to remit to the United States’ Internal Revenue Service as a
      withholding tax payable by Amihay as a result of the transactions
      contemplated herein.

              


      


      
        
           


        

        
          - 5
-

          
            

          

        

        
           


        

      

       

      ARTICLE 3 REPRESENTATIONS AND
WARRANTIES

       

      
        	
                3.1

              	
                Representation
      and Warranties of
Transferors

              


      

       

      Subject
to Section 3.3, each Transferor covenants with and represents and warrants
to the other Parties that:

       

      
        	
                 
      

              	
                (a)

              	
                he
      has good and sufficient capacity, authority and right to execute and
      deliver this Agreement and each other agreement, document, instrument or
      certificate to be executed by him in connection with the transactions
      contemplated hereby to be executed and delivered by
  him;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                he
      has good and sufficient power, authority and right to perform fully his
      obligations hereunder;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                this
      Agreement and each other agreement, document, instrument or certificate to
      be executed by him in connection with the transactions contemplated hereby
      constitute legal, valid and binding obligations of him enforceable against
      him in accordance with their respective terms and conditions;
      and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      execution and delivery by him of this Agreement, the consummation of the
      transactions contemplated hereby, and compliance by him with the
      provisions hereof shall not: (i) conflict with, violate, result in the
      breach or termination of, or constitute a default or give rise to any
      right of termination or acceleration or right to increase the obligations
      or otherwise modify the terms under, or give rise to the right to commence
      any legal proceeding under, any note, bond, mortgage, indenture, contract,
      agreement, lease, permit, franchise or other instrument to which he is a
      party or by which or to which the Assets are bound or are subject; and
      (ii) constitute a violation of, or give rise to the right to commence any
      legal proceeding under any Applicable
Law.

              


      

       

      
        	
                3.2

              	
                Representations
      and Warranties of Transferee

              


      

       

      Subject
to Section 3.3, Transferee covenants with and represents and warrants to
the other Parties that:

       

      
        	
                 
      

              	
                (a)

              	
                it
      is a corporation duly incorporated and validly subsisting under the laws
      of its jurisdiction of incorporation or continuation, as applicable, and
      duly registered and authorized to carry on business in the jurisdiction in
      which the Assets are located, and it has full capacity and authority to
      convey and transfer, or purchase, the Assets, as applicable, and to
      otherwise transact the affairs contemplated by this Agreement, in
      accordance with the provisions
hereof;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                it
      has taken all corporate actions necessary to authorize the execution and
      delivery of this Agreement and to authorize and complete the transfer and
      conveyance of the Assets in accordance with the provisions of this
      Agreement, and this Agreement has been validly executed and delivered, and
      it and all other documents executed by and delivered by or on behalf of it
      pursuant hereto shall upon execution, be duly executed and delivered by it
      and constitute legal, valid and binding obligations of it enforceable
      against it in accordance with their respective terms and conditions;
      and

              


      


      
        
           


        

        
          - 6
-

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                neither
      the execution and delivery of this Agreement nor the completion of the
      conveyance and transfer of the Assets in accordance with the provisions of
      this Agreement shall constitute a default under, or be in contravention or
      breach of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      provision of the articles of incorporation or any by-law, unanimous
      shareholder agreement, any resolution of the directors or shareholders or
      other constating or governing corporate document of it,
  or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      agreement or instrument, whether written or oral, to which it is a party
      or by which it is bound.

              


      

       

      
        	
                3.3

              	
                Limitation
      of Representations and
Warranties

              


      

       

      No Party
makes any representation or warranty whatsoever except as and to the extent
expressly set forth in Article 3.

       

      ARTICLE 4 CONDITIONS SUBSEQUENT &
COVENANTS

       

      
        	
                4.1

              	
                Conditions
      Subsequent to Closing

              


      

       

      
        	
                 
      

              	
                (a)

              	
                This
      Agreement is subject to the conditions subsequent (the “Conditions Subsequent”)
      that: (i) written approval, as required by Applicable Law, shall be given
      by a Governmental Authority to the transfer to Transferee or to a person
      or persons designated by Transferee of the Assets; (ii) written approval
      shall be given by the State of Colorado, Board of Land Commissioners to
      the assignment of the Lease to Transferee, or a person or persons to be
      designated by Transferee; substantially in accordance with the terms
      agreed by the Parties herein and not subject to any conditions or terms
      substantially at variance with or in excess of the obligations undertaken
      by Transferee hereunder.  Until satisfaction of the Conditions
      Subsequent, Transferors shall hold the interest of the Transferee in and
      to the Assets in trust for
Transferee.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Parties acknowledge and agree that Transferee shall have the
      responsibility for ensuring satisfaction of the Conditions Subsequent
      (including the filing of any and all necessary documentation with the
      applicable Governmental Authority) and the Parties shall provide each
      other with all reasonable assistance and shall execute all documents
      reasonably necessary in order to procure the satisfaction of the
      Conditions Subsequent, and they shall promptly and regularly keep each
      other notified of progress in satisfying the Conditions Subsequent and the
      date when they have been fulfilled.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Parties further agree that, in the event that the Conditions Subsequent
      have not been fulfilled prior to November 30, 2006 or such later date as
      may be agreed upon by the Parties in writing, then either Party may, at
      its option, elect by notice to the other Parties, to terminate this
      Agreement, whereupon:

              


      


      
        
           


        

        
          - 7
-

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (i)

              	
                Transferee
      shall, at its expense, transfer the Assets back to Transferors without
      warranty of title but free and clear of any additional liens, charges or
      encumbrances created by, through or under Transferee, and Transferee shall
      execute and deliver any and all documents and do such other acts as may be
      necessary to give legal effect to such
transfer;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Transferors
      shall, at their expense, reconvey the Shares to Transferee free and clear
      of any liens, charges or encumbrances created by, through or under each
      Transferor, and each Transferor shall execute and deliver any and all
      documents and do such other acts as may be necessary to give legal effect
      to such reconveyance;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Transferee
      shall indemnify and save harmless each Transferor from all liabilities
      which they may suffer, incur, be subject to or liable for: (i) as a result
      of the ownership, use or occupancy of the Assets by Transferee from the
      Effective Date to the date the Assets are transferred back to Transferors;
      and (ii) associated with the reconveyance of the Assets;
    and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                upon
      completion of the reconveyance of the Assets to Transferors and
      reimbursement of associated costs and expenses, this Agreement and any and
      all rights and obligations of the Parties hereunder shall terminate and be
      of no further force or effect.

              


      

       

      
        	
                4.2

              	
                Payment
      of Promissory Notes

              


      

       

      Transferors
hereby covenant to Transferee that they shall satisfy their payment obligations
under their respective Promissory Notes (as such term is defined in the Purchase
Agreement) on or before July 1, 2007.

       

      
        	
                4.3

              	
                Development
      of the Assets

              


      

       

      Transferee
hereby covenants to Transferors that for so long as it owns the Assets it shall,
for a minimum period of four (4) years following the execution hereof, use
commercially reasonable efforts to explore and evaluate, or to cause the
exploration and development of, the Assets for the purpose of developing the
Assets.  As part of such obligations, Transferee hereby confirms that,
subject to receipt of required regulatory permits and approvals from
Governmental Authorities, it intends to undertake, or to cause to be undertaken,
an exploration program in respect of the Assets, which program has a minimum
12-month budget for 2006/2007 of one hundred fifty five thousand dollars
($155,000.00).


      
        
           


        

        
          - 8
-

          
            

          

        

        
           


        

      

       

      ARTICLE 5 LIABILITY AND
INDEMNIFICATION

       

      
        	
                5.1

              	
                Transferor
      Liability and
Indemnification

              


      

       

      Subject
to the provisions of Section 5.3, each Transferor shall be liable to
Transferee for, and shall indemnify Transferee and its directors and officers
from and against, any and all liability, loss, costs, claims or damages of any
nature (including, without limitation, legal costs on a solicitor/client basis)
(each a “Loss”) suffered
or incurred by such person (whether directly or by virtue of any third party
claim) as a result of any occurrence, matter or thing, the occurrence, existence
or non-disclosure of which would constitute a breach or failure of any
representation, warranty, covenant, agreement or other obligation of such
Transferor hereunder.

       

      
        	
                5.2

              	
                Transferee
      Liability and
Indemnification

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Subject
      to the provisions of Section 5.3, Transferee shall be liable to each
      Transferor for, and shall indemnify each Transferor and its respective
      directors and officers from and against, any and all Losses suffered or
      incurred by such person (whether directly or by virtue of any third party
      claim) as a result of any occurrence, matter or thing, the occurrence,
      existence or non-disclosure of which would constitute a breach or failure
      of any representation, warranty, covenant, agreement or other obligation
      of Transferee hereunder.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Transferee
      hereby indemnifies and saves harmless each Transferor and its successors
      and assigns against and from any and all Losses suffered or incurred by
      such Transferor or any of its successors or assigns which arise subsequent
      to the date hereof in respect of the Assets and the
      Obligations.

              


      

       

      
        	
                5.3

              	
                Enforcement
      Limitation

              


      

       

      Notwithstanding
the provisions of Sections 5.1 and 5.2, and notwithstanding any applicable
statutory or regulatory provision, principle of law or rule of equity to the
contrary:

       

      
        	
                 
      

              	
                (a)

              	
                no
      Party shall be entitled to maintain a claim against any other Party in
      respect of any Loss suffered or incurred by the injured Party as a result
      of its own gross negligence or wilful misconduct, or that of its
      employees, agents or contractors, or as a result of any occurrence, matter
      or thing, the occurrence, existence or non-disclosure of which constitutes
      a breach or failure of any representation, warranty, covenant, agreement
      or other obligation of the injured Party
  hereunder;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                except
      in the case of a matter involving fraud on the part of another Party, no
      Party shall be entitled to initiate, maintain or enforce any claim against
      such other Party in respect of any matter related to this Agreement or the
      subject matter hereof, whether asserted under this Agreement or otherwise,
      unless it shall have given such other Party notice in writing of such
      claim, including full particulars of the basis
  therefor;

              


      


      
        
           


        

        
          - 9
-

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                no
      Party shall be entitled to recover any indirect, consequential or special
      damages from the other; and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                each
      Party shall be obligated to use reasonable efforts to mitigate any Loss
      sustained by it in connection with any matter for which the other Parties
      may have liability to it.

              


      

       

      
        	
                5.4

              	
                Handling
      of Claims

              


      

       

      If any
third party claim is asserted in circumstances which give or may give rise to a
right of indemnification under this Article 5, the Party against whom the claim
is asserted shall forthwith give written notice thereof to the other Parties,
and the Parties shall consult and cooperate in respect thereof in determining
whether the claim and any legal proceedings relating thereto should be resisted,
compromised or settled.  Each Party shall make available to the others
all information in its possession or to which it has access and which it is
legally entitled to disclose which is or may be relevant to the
claim.  No such claim shall be settled or compromised without the
written consent of the indemnifying Party hereunder, which consent shall not be
unreasonably withheld.  If any claim relates exclusively to a matter
for which only one Party is liable, and in respect of which there is no right of
indemnification hereunder, such Party shall have exclusive conduct of the claim
and all legal proceedings relating thereto.

       

      
        	
                5.5

              	
                Substitution
      and Subrogation

              


      

       

      To the
extent that the same is possible, Transferors shall convey the Assets to
Transferee with full right of substitution and subrogation of Transferee in and
to the position of Transferors with respect to the benefit of all covenants and
warranties by others heretofore given or made in respect of the Assets or any
part thereof.

       

      ARTICLE 6 GENERAL

       

      
        	
                6.1

              	
                Public
      Announcements

              


      

       

      Any of
the Parties and their affiliates shall be entitled to make all such
announcements and disclosures in respect of this Agreement as they may consider
appropriate for purposes of satisfying obligations at law, or to any
governmental or regulatory authority or stock exchange, provided that the Party
proposing to make the announcement and disclosure first provides the other Party
with reasonable advance notice of the contents and timing of any such
announcement or disclosure.

       

      
        	
                6.2

              	
                Communications

              


      

       

      Each
notice, consent, demand or other communication (a “Notice”) required or permitted
to be given under this Agreement shall be in writing and may be personally
delivered to the address or sent by facsimile to the fax number set forth
below.  A Notice, if personally delivered, shall be deemed to have
been given and received on the date of actual delivery and, if given by
facsimile, shall be deemed to have been given and received on the date sent, if
sent during normal business hours of the recipient on a Business Day, and
otherwise on the next Business Day.


      
        
           


        

        
          - 10
-

          
            

          

        

        
           


        

      

      


      
        
          	
                  To
      Amihay:

                	
                  Amihay
      Lapid

                  4310  North
      Miami Avenue, # 1

                  Miami,
      Florida 33127

                  Fax:                 
      (801) 405-0061

                  Email                 northamericanminerals@yahoo.com

                
	 
      	 
      
	
                  To
      Yonatin:

                	
                  Yonatin
      Lapid

                  4310
      North Miami Avenue, #1

                  Miami,
      Florida  33127

                  Fax:                 (801)
      405-0061

                  Email:              northamericanminerals@yahoo.com

                
	 
      	 
      
	
                  To
      Yosi:

                	
                  Yosi
      Lapid

                  220
      East 63rd
      Street, Suite 3-R

                  New
      York, New York 10021

                  Fax:                 (801)
      405-0061

                  Email:              northamericanminerals@yahoo.com

                
	 
      	 
      
	
                  To
      Transferee:

                	
                  North
      American Minerals Group, Inc.

                  220
      East 63rd
      Street, Suite 3-R

                  New
      York, New York 10021

                  Fax:           (801)
      405-0061

                  Email         northamericanminerals@yahoo.com

                


        

      

       

      Any Party
may at any time and from time to time notify the other party hereto in
accordance with this section 6.2 of a change of address or fax number, to
which all Notices shall be given to it thereafter until further notice in
accordance with this section 6.2.

       

      
        	
                6.3

              	
                Assignment

              


      

       

      No Party
shall be entitled to assign any rights or obligations under or in respect of
this Agreement without the consent of the other Parties, which consent shall not
be unreasonably withheld.

       

      
        	
                6.4

              	
                Enurement

              


      

       

      This
Agreement shall enure to the benefit of and be binding upon the Parties and
their respective successors and permitted assigns.

       

      
        	
                6.5

              	
                Governing
      Law

              


      

       

      This
Agreement shall be governed by and construed in accordance with the laws of the
Province of British Columbia, and each of the Parties submits to the
jurisdiction of the courts of the Province of British Columbia for the
interpretation and enforcement hereof.


      
        
           


        

        
          - 11
-

          
            

          

        

        
           


        

      


      
        	
                6.6

              	
                Further
      Assurances

              


      

       

      Each of
the Parties shall from time to time and at all times on and after the Effective
Date, without further consideration, do and perform all such further acts and
things, and execute and deliver all such further agreements, assurances, deeds,
assignments, conveyances, notices, releases and other documents and instruments,
as may reasonably be required to more fully assure the conveyance of the Assets
to Transferee in accordance with the provisions of this Agreement and otherwise
to assure that carrying out of the intent and purpose of this
Agreement.

       

      
        	
                6.7

              	
                Waiver

              


      

       

      No waiver
by any Party shall be effective unless in writing, and a waiver shall affect
only the matter, and the occurrence thereof, specifically identified in the
writing granting such waiver and shall not extend to any other matter or
occurrence.

       

      
        	
                6.8

              	
                Non-Merger

              


      

       

      The
provisions contained in this Agreement shall survive the Closing and shall not
merge in any conveyance, transfer, assignment, novation agreement or other
document or instrument issuing pursuant hereto or in connection
herewith.

       

      [THE
REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK]


      
        
           


        

        
          - 12
-

          
            

          

        

        
           


        

      


      
        	
                6.9

              	
                Counterparts

              


      

       

      This
Agreement may be executed in one or more counterparts, and by the different
Parties in separate counterparts, each of which when so executed shall be deemed
to be an original but all of which taken together shall constitute one and the
same agreement.  Delivery of an executed counterpart of a signature
page to this Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Agreement.

       

      IN WITNESS WHEREOF the Parties
have executed and delivered this Agreement as of the date first above
written.

       

      
        
          
            	 
      	 
      	/s/
      Amihay Lapid
	
                    WITNESS

                  	 
      	
                    AMIHAY
      LAPID

                  
	 
      	 
      	 
      
	/s/
      Olga Goutnik	 
      	/s/
      Yonatin Lapid
	
                    WITNESS

                  	 
      	
                    YONATIN
      LAPID

                  
	 
      	 
      	 
      
	/s/
      Olga Goutnik	 
      	/s/
      Yosi Lapid
	
                    WITNESS

                  	 
      	
                    YOSI
      LAPID

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                    NORTH
      AMERICAN MINERALS GROUP, INC.

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	/s/
      Yosi Lapid
	 
      	 
      	
                    Name:

                  	      
                    YOSI
      LAPID

                  
	 
      	 
      	
                    Title:

                  	DIRECTOR


          

        

      


      
        
           


        

        
          - 13
-

          
            

          

        

        
           


        

      


      SCHEDULE
“A”

       

      CLAIMS
AND LEASE

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Property

                                        	 
      	
                                          Claim No.

                                        	 
      	
                                          Sect/Twp/Range

                                        	 
      	
                                          BLM Serial Nos.

                                        	 
      	
                                          Area (acres)

                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                          George
      Creek

                                        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                           Geo
      #1

                                        	 
      	
                                          S28/T11N/R74W

                                        	 
      	
                                          251727

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                           Geo
      #2

                                        	 
      	
                                          S28/T11N/R74W

                                        	 
      	
                                          251728

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                           Geo
      #3

                                        	 
      	
                                          S28/T11N/R74W

                                        	 
      	
                                          251729

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                           Geo #4

                                        	 
      	
                                          S28/T11N/R74W

                                        	 
      	
                                          251730

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                           Geo
      #5

                                        	 
      	
                                          S28/T11N/R74W

                                        	 
      	
                                          251731

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                           Geo
      #6

                                        	 
      	
                                          S28/T11N/R74W

                                        	 
      	
                                          251732

                                        	 
      	
                                          20

                                        
	
                                          Totals

                                        	 
      	
                                          6
      claims

                                        	 
      	 
      	 
      	 
      	 
      	
                                          120

                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                          Pearl
      Creek

                                        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                          Pearl
      #1

                                        	 
      	
                                          S17/T10N/R74W

                                        	 
      	
                                          251734

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                          Pearl
      #2

                                        	 
      	
                                          S17/T10N/R74W

                                        	 
      	
                                          251735

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                          Pearl
      #3

                                        	 
      	
                                          S17/T10N/R74W

                                        	 
      	
                                          251736

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                          Pearl
      #4

                                        	 
      	
                                          S17/T10N/R74W

                                        	 
      	
                                          251737

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                          Pearl
      #5

                                        	 
      	
                                          S17/T10N/R74W

                                        	 
      	
                                          251738

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                          Pearl
      #6

                                        	 
      	
                                          S17/T10N/R74W

                                        	 
      	
                                          251739

                                        	 
      	
                                          20

                                        
	
                                          Totals

                                        	 
      	
                                          6
      claims

                                        	 
      	 
      	 
      	 
      	 
      	
                                          120

                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                          Sand
      Creek

                                        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                          Sand
      #3

                                        	 
      	
                                          S5/T10N/R75W

                                        	 
      	
                                          251744

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                          Sand
      #4

                                        	 
      	
                                          S5/T10N/R75W

                                        	 
      	
                                          251745

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                          Sand
      #5

                                        	 
      	
                                          S5/T10N/R75W

                                        	 
      	
                                          251746

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                          Sand
      #6

                                        	 
      	
                                          S5/T10N/R75W

                                        	 
      	
                                          251747

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                          Sand
      #7

                                        	 
      	
                                          S5/T10N/R75W

                                        	 
      	
                                          251748

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                          Sand
      #8

                                        	 
      	
                                          S5/T10N/R75W

                                        	 
      	
                                          251749

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                          Sand
      #9

                                        	 
      	
                                          S5/T10N/R75W

                                        	 
      	
                                          251750

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                          Sand
      #10

                                        	 
      	
                                          S5/T10N/R75W

                                        	 
      	
                                          251751

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                          Sand
      #11

                                        	 
      	
                                          S5/T10N/R75W

                                        	 
      	
                                          251752

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                          Sand
      #12

                                        	 
      	
                                          S5/T10N/R75W

                                        	 
      	
                                          251753

                                        	 
      	
                                          20

                                        
	
                                          Totals

                                        	 
      	
                                          10
      claims

                                        	 
      	
                                           
      

                                        	 
      	 
      	 
      	
                                          200

                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                          Chicken
      Park

                                        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                            CP
      #3

                                        	 
      	
                                          S2/T10N/R72W

                                        	 
      	
                                          255182

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                            CP
      #4

                                        	 
      	
                                          S2/T10N/R72W

                                        	 
      	
                                          255183

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                            CPE#1

                                        	 
      	
                                          S2/T10N/R72W

                                        	 
      	
                                          pending

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                            CPE#2

                                        	 
      	
                                          S2/T10N/R72W

                                        	 
      	
                                          pending

                                        	 
      	
                                          20

                                        
	 
      	 
      	
                                            CPE#3

                                        	 
      	
                                          S2/T10N/R72W

                                        	 
      	
                                          pending

                                        	 
      	
                                          20

                                        
	
                                          Totals

                                        	 
      	
                                          5
      claims

                                        	 
      	 
      	 
      	 
      	 
      	
                                          100

                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                          State
      Lease

                                        	
                                            

                                        	
                                          Subdiv.
      S/2

                                        	
                                            

                                        	
                                          S36/T11/R73W

                                        	
                                            

                                        	
                                          5483

                                        	
                                            

                                        	
                                          489