EXPLORATION AND OPTION TO
PURCHASE AGREEMENT

     

    THIS EXPLORATION AND OPTION TO
PURCHASE AGREEMENT (“Agreement”) effective as of
August 21, 2007 (“Effective
Date”), is by and between NORTH AMERICAN MINERALS GROUP
INC., a British Columbia corporation (“NAMG”), and ICE RESOURCES INC., an Alberta
corporation (“ICE”).

     

    A.           Whereas
ICE is the holder of a 100% interest in 2 federal lode mining claims comprising
of two adjacent  blocks entitled Ruby Valley Mine and Ruby Valley Mine
2  (the “ICE
Claims”) and covering property located in Albany county, Wyoming, U.S.A.
(the “Property”) as more
specifically described in Schedule “A” hereto;

     

    B.           Whereas
ICE has agreed to grant to NAMG an option to acquire a 75% interest in the ICE
Claims; and

     

    C.           Whereas
NAMG wishes to acquire the option to purchase a 75% interest in the ICE
Claims.

     

    NOW THEREFORE for good and
valuable consideration, the nature, receipt and sufficiency of which is
acknowledged, the Parties agree as follows:

     

    ARTICLE 1

    DEFINITIONS
AND INTERPRETATION

     

    1.1           Definitions.  In
this Agreement and in the Schedules attached hereto:

     

    “Activities” has the meaning
set forth in Section 2.2(h).

     

    “Affiliate” means any person,
partnership, limited liability company, joint venture, corporation or other form
of enterprise which controls, is controlled by, or is under common control with
a Party.

     

    “Agreement” means this
agreement and all amendments and modifications hereto, and all Schedules hereto,
which are incorporated herein by this reference.

     

    “Anniversary Year” means any
one (1) year period following the Effective Date and each anniversary of the
Effective Date.

     

    “Approval” means any
authorization, approval, permit or consent by the State of Colorado, the United
States or any other regulatory authority that is required to conduct activity on
the Property.

     

    “Area of Interest” has the
meaning set forth in Article 7.

     

    “Effective Date” means August 21,
2007.

     

    “Environmental Claims” means
any and all administrative or judicial actions, suits, orders, lines, notices,
violations or proceedings related to any applicable Environmental Law or any
Environmental Permit brought, issued or asserted by; (i) a governmental
authority for compliance, damages, penalties, removal, response, remedial or
other action pursuant to any applicable Environmental Law; or (ii) a third party
seeking damages for personal injury or property damage resulting from the
release of Hazardous Material at, to or from the ICE Claims or the
Property;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Environmental Laws” means all
federal, provincial, state and local laws, statutes, ordinances, codes, rules
and regulations related to protection of the environment or the handling, use,
generation, treatment, storage, transportation or disposal of Hazardous
Materials;

     

    “Environmental Permit” means
all permits, licenses, approvals, authorizations or consents required by any
governmental authority under any applicable Environmental Law and includes any
and all orders, consent orders or binding agreements issued or entered into by a
governmental authority under any applicable Environmental Law;

     

    “Exploration Expenditures”
means all costs of maintaining the Property, all direct costs of acquiring land
or interests therein and within the Area of Interest and, all exploration and
development expenditures incurred with respect to the exploration or development
of the Property during the Option Period, including without limitation,
sampling, mapping, stripping, drilling, trenching, analytical testing, and any
other exploration, development or geological activities performed on the
Property whatsoever.

     

    “Exploration Work” means any
activity which requires the payment of Exploration Expenditures.

     

    “Government Payments” means
payments to the State of Wyoming, the United States or any other regulatory or
taxing authority that are required to maintain the ICE Claims in good
standing.

     

    “Hazardous Material” means any
hazardous or toxic substance, material or waste which is regulated by any
federal, provincial, state or local governmental authority under any
Environmental Law now or hereafter effective, including, without limitation, any
waste, pollutant, hazardous substance, toxic substance, hazardous waste, special
waste, petroleum or petroleum-derived substance or waste, or any constituent of
any such substance or waste.

     

    “ICE” means ICE Resources Inc.,
an Alberta corporation.

     

    “Initial Subscription” has the
meaning given in Section 3.2.

     

    “Management Committee” means
the committee that the Parties will form as set forth in Section
4.2.

     

    “NAMG” means North American
Minerals Group Inc., a British Columbia corporation continued in
Alberta.

     

    “ICE Claims” has the meaning given
in Recital A.

     

    “Non-Refundable Payment” has
the meaning given in Section 3.2.

     

    “Operator” means the operator
of the Property and the initial Operator shall be NAMG.

     

    “Option” has the meaning set
forth in Section 3.1.

     

    “Option Payments” has the
meaning set forth in Section 3.1.

     

    “Option Period” means the
period of time beginning on the Effective Date and, subject to Section 3.3,
ending on the third anniversary of the Effective Date.

     

    “Party” means NAMG or ICE and
their respective successors and permitted assigns.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Production” means Commerical
Production at Commerical Production levels and any revenue from the ICE claims
satisfactory to ICE

     

    “Property” has the meaning
given in Recital A.


     

    1.2           Currency.  Unless
otherwise stated, all amounts of moneys referred to in this Agreement are
expressed in Canadian dollars.

     

    1.3           Headings.  The
division of this Agreement into Articles, and Sections and the insertion of
headings are for convenience of reference only and shall not affect the
construction or interpretation of the Agreement.

     

    1.4           Expanded
Meanings.  In this Agreement and in the Schedules to this
Agreement, unless there is something in the subject matter or context
inconsistent therewith:

     

    
      	
               
      

            	
                (a)

            	
              The
      singular shall include the plural and the plural shall include the
      singular;

            


    

     

    
      	
               
      

            	
                (b)

            	
              The
      masculine shall include feminine and neuter
  genders;

            


    

     

    
      	
               
      

            	
                (c)

            	
              Words
      of inclusion such as “including” in a list shall be read as being
      inclusive and without limitation, whether or not so stated;
      and

            


    

     

    
      	
               
      

            	
                (d)

            	
              A
      reference to any statute shall be deemed to extend to and include any
      amendment or re-enactment of such
statute.

            


    

     

    1.5           Schedules.  Attached
hereto and forming a part of this Agreement are the following
Schedules:

     

    Schedule A
– ICE Claims

     

    ARTICLE 2

    REPRESENTATIONS,
WARRANTIES, AND INDEMNITIES

     

    2.1           Mutual Representations and
Warranties.  Each Party represents and warrants to the other
that:

     

    
      	
               
      

            	
               
      (a)

            	
              it
      will not breach any agreement or arrangement by entering into or
      performing this Agreement;

            


    

     

    
      	
               
      

            	
               
      (b)

            	
              this
      Agreement has been duly executed and delivered and is valid and binding
      upon it and enforceable in accordance with its
  terms;

            


    

     

    
      	
               
      

            	
                (c)

            	
              with
      respect to Parties that are not individuals, it is a corporation duly
      incorporated and in good standing in accordance with the laws governing
      its incorporation and is qualified to do business and in good standing in
      those jurisdictions where necessary in order to carry out the purposes of
      this Agreement;

            


    

     

    
      	
               
      

            	
                (d)

            	
              it
      holds all licences and permits that are required for carrying on its
      business in the manner in which such business will need to be carried on
      in order for it to meet its obligations under this Agreement;
      and

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
               
      (e)

            	
              it
      has the capacity to enter into and perform its obligations under this
      Agreement and all transactions contemplated herein and, with respect to
      Parties that are not individuals, all corporate and other actions required
      to authorize it to enter into and perform this Agreement have been
      properly taken and upon written request by the other Party, will provide
      documentation of such corporate action, including, but not limited to,
      copies of any necessary resolutions of its board of
    directors.

            


    

     

    2.2           Additional Representations
and Warranties of ICE.  ICE by its execution of this Agreement,
represents and warrants to ICE that:

     

    
      	
               
      

            	
               
      (a)

            	
              the
      ICE Claims have been validly issued and are in good standing, and all
      Government Payments required on or before the Effective Date to keep the
      ICE Claims in full force and effect have been timely and properly
      made;

            


    

     

    
      	
               
      

            	
               
      (b)

            	
              ICE
      is the sole legal and beneficial owner of a 100% interest in the mineral
      rights to the ICE Claims free and clear of all liens, charges,
      encumbrances, royalties, agreements, underlying interests and conflicting
      rights or claims of whatsoever nature, other than taxes or royalties that
      may become payable to a governmental authority in the State of Wyoming or
      the United States if the ICE Claims are put into production, ICE will
      provide NAMG with the Right of First Refusal to purchase its share of the
      minerals sold from the ICE claims.  The price shall be
      negotiated in good faith with NAMG and formulated in the Definitive
      Agreement sometime before or at the time the ICE claims are put into
      production.;

            


    

     

    
      	
               
      

            	
               
      (c)

            	
              the
      ICE Claims have been validly staked, located, recorded and properly
      acquired by ICE in accordance with all applicable laws and regulations of
      the State of Wyoming, the United States and any other regulatory authority
      having jurisdiction over the ICE
Claims;

            


    

     

    
      	
               
      

            	
               
      (d)

            	
              except
      as provided for by operation of this Agreement, no person, firm,
      corporation or other entity of any kind whatsoever has any form of right
      to explore, develop, mine or otherwise exploit minerals from the ICE
      Claims or the Property;

            


    

     

    
      	
               
      

            	
               
      (e)

            	
              except
      as provided for by this Agreement, there are no outstanding agreements or
      options of any kind whatsoever to acquire or purchase the ICE Claims or
      any interest of any kind whatsoever in the ICE Claims, and no person has
      any royalty or other interest of any kind whatsoever in the ICE Claims,
      other than taxes or royalties that may become payable to a governmental
      authority in the State of Wyoming or the United States if the ICE Claims
      are put into production, ICE shall provide NAMG a right to purchase its
      portion of the production and will negotiate the price in good faith at
      the time or before production  of the ICE
    claims.;

            


    

     

    
      	
               
      

            	
               
      (f)

            	
              no
      third party consent or approval is required to be obtained by ICE to allow
      it to enter into and perform obligations under this
    Agreement;

            


    

     

    
      	
               
      

            	
               
      (g)

            	
              in
      addition to the other representations and warranties contained herein and
      not in limitation thereof: (i) to the best of ICE’s knowledge, no material
      releases of Hazardous Materials have occurred at or from the ICE Claims or
      the Property; (ii) there are no past, pending, or to the best of ICE’s
      knowledge, threatened, Environmental Claims against or arising from the
      ICE Claims or the Property; (iii) to the best of ICE’s knowledge, there
      are no leaking underground storage tanks on the ICE Claims or the
      Property; and (iv) to the best knowledge of ICE’s, there are no facts,
      circumstances, or conditions that could reasonably be expected to
      restrict, under any Environmental Law or Environmental Permit in effect
      prior to or at the Effective Date, the ownership, occupancy, use or
      transferability of the ICE Claims.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
               
      (h)

            	
              all
      activities by or on behalf of ICE on or in respect of the ICE Claims or
      the Property prior to the Effective Date (the “Activities”) have been
      performed in compliance with all applicable laws, rules and regulations,
      including all laws, rules and regulations relating to operations and
      reclamation of disturbed lands and those relating to protection of the
      environment, and ICE has:

            


    

     

    
      	
               
      

            	
              i.

            	
              not
      received notice of any alleged violation of any law, rule or regulation
      with respect to the Activities, the ICE Claims or the
      Property,

            


    

     

    
      	
               
      

            	
              ii.

            	
              no
      knowledge of any threatened or pending governmental investigation into
      alleged violations of any law, rule or regulation with respect to the
      Activities, the ICE Claims or the Property,
and

            


    

     

    
      	
               
      

            	
              iii.

            	
              no
      knowledge of any facts which would lead a well informed and reasonable
      operator in the mining industry to believe that there has been any
      violation of any law, rule, or regulation with respect to the Activities,
      the ICE Claims or the Property;

            


    

     

    
      	
               
      

            	
               
      (i)

            	
              ICE
      has delivered or made available to NAMG copies of all material reports,
      data, and information within ICE’s possession which concern the ICE Claims
      or the Property, provided, however, ICE shall be deemed not to warrant the
      completeness or accuracy of any such data or
    interpretations;

            


    

     

    
      	
               
      

            	
               
      (j)

            	
              ICE
      has exclusive possession of the ICE
Claims;

            


    

     

    
      	
               
      

            	
               
      (k)

            	
              ICE
      is unaware of any material facts or circumstances which have not been
      disclosed, which should be disclosed to ICE in order to prevent the
      representations in this Agreement from being materially
      misleading;

            


    

     

    
      	
               
      

            	
               
      (l)

            	
              neither
      ICE, nor, to the best of ICE’s knowledge, any of ICE’s predecessors in
      title has done anything or omitted to do anything whereby the ICE Claims
      or the Property may become subject to any liens, charges, encumbrances,
      royalties, agreements, underlying interests and conflicting rights or
      claims;

            


    

     

    
      	
               
      

            	
               
      (m)

            	
              there
      are no adverse claims or challenges of any kind whatsoever, including
      without limitation, claims or challenges by native or aboriginal peoples
      or other third parties, against or to the ownership of, or title to, the
      ICE Claims nor is there any basis
therefor;

            


    

     

    
      	
               
      

            	
               
      (n)

            	
              ICE
      has no knowledge of anything with respect to the current or former
      ownership or usage of the ICE Claims or the Property whereby any
      litigation affecting ICE’s interest or use of the ICE Claims or the
      Property may be commenced; and

            


    

     

    
      	
               
      

            	
               
      (o)

            	
              there
      are no material actions, claims, investigations or proceedings, judicial
      or otherwise, pending, or to the knowledge of ICE threatened, against or
      relating to ICE, the ICE Claims or the Property which relate to or could
      adversely affect ICE’s interest in the ICE
  Claims.

            


    

     

    2.3           ICE to Indemnify
NAMG.  ICE shall indemnify, defend and hold NAMG harmless from
any loss, damage, reclamation obligations or other claims, liability, demands or
causes of action which are attributable to ICE’s activities on the Property
prior to the execution of this agreement, and for those activities performed
while ICE is Operator of the project , including any environmental
damage.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    2.4           Representations and
Warranties to Survive.  The representations and warranties set
forth in Article 2 shall survive, for a period of two years, the execution,
delivery and termination of this Agreement.

     

    ARTICLE 3

    OPTION
TO ACQUIRE THE PROPERTY

     

    3.1           Grant of
Option.  ICE hereby irrevocably grants to NAMG, or its
Affiliate, assign, nominees or subsidiary, the sole and exclusive option for a
period of 3 years from the Effective Date (the “Option”) to earn a Seventy
Five Percent (75%) interest in the ICE Claims as set forth in Schedule “A” by
incurring  the minimum prescribed exploration expenditures (the
“Exploration Expenditures”) as set forth in Section 3.2(b) or by taking the
ICE Claims to full Production,  and by complying with the other terms
of this Agreement to be performed by NAMG during the Option Period.

     

    3.2           Consideration for
Option.  Subject to Section  3.3, in order to retain the
Option through the end of the Option Period, NAMG shall:

     

    
      	
               
      

            	
               
      (a)

            	
              NAMG
      shall be obligated to take the ICE claims to full Production or to incur
      the following minimum Exploration Expenditures by the end of each
      Anniversary Year as noted below in order to continue this
      Agreement.  All
      Exploration Expenditures shall be made as directed by the Management
      Committee and will be paid to the Operator in the form of cash calls made
      to NAMG prior to the start of any given approved
      operation.  Any Exploration Expenditure made by NAMG
      during any Anniversary Year in excess of the Exploration Expenditures
      required for such Anniversary Year shall be credited, as far as possible,
      against Exploration Expenditures required for any subsequent Anniversary
      Year.  Notwithstanding any other
      provision in this Agreement, NAMG covenants and agrees to incur $100,000
      in Exploration Expenditures by the end of the First Anniversary Year,
      regardless of whether or not the Option is exercised. Failure to meet the
      First Anniversary Year’s firm commitment will result in NAMG having to pay
      the deficiency to ICE (the “Non-Refundable Payment”)
      .  The
      Non-Refundable Payment shall be non-refundable and irrevocable, including,
      without limitation, in the event the Option is not exercised or this
      Agreement is terminated.  The Option Exploration
      Expenditures are as follows:

            


    

     

    
      
        	
                Period

              	 
      	
                Exploration Expenditures

              
	
                First
      Anniversary Year

              	 
      	
                CDNS$100,000

              
	
                Second
      Anniversary Year

              	 
      	
                CDNS$100,000

              
	
                Third
      Anniversary Year

              	 
      	
                CDNS$100,000

              
	
                Total
      Exploration Expenditures

              	 
      	
                CDN
      $300,000

              


      

    

     

    3.3           Exercise of
Option.  NAMG may exercise the Option at any time during the
Option Period (provided that the Option remains in effect at the time of
exercise) by giving written notice to ICE and either incurring CDN$300,000 of
Exploration Expenditures or paying an aggregate sum equal to all Exploration
Expenditures set forth in Section 3.2(b) which is CDN$300,000 less the amount of
any Exploration Expenditures, including the Non-Refundable Payment, already
incurred on behalf of ICE prior to the date of the
notice.  .

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    3.4           Transfer of Property
Interests.  Upon exercise by NAMG of the Option as set forth in
Section 3.3, ICE shall immediately provide all written transfer agreements and
other instruments necessary to vest in NAMG an undivided Seventy Five Percent
(75%) legal and beneficial interest in the ICE Claims, free and clear of all
liens, charges, encumbrances, royalties, agreements, underlying interests and
conflicting rights or claims of whatsoever nature, other than that stated in
clauses 2.2.b and 2.2.e, such transfers being in such proper form that they will
be recognized by all applicable regulatory authorities.  In addition,
upon exercise by NAMG of the Option as set forth in Section 3.3, ICE and NAMG
will negotiate in good faith to form a joint venture on terms mutually agreeable
to both Parties.

     

    3.5           Termination of
Option.  This Option shall terminate (“Default Termination”) if NAMG
fails to fulfil the obligations as set forth in Section 3.2.  Upon
Default Termination, NAMG will have no right or interest in the Property and
will not be reimbursed for the Initial Subscription or any Exploration
Expenditures made pursuant to this Agreement.

     

    3.6           Abandonment of
Option.  NAMG may abandon the Option at any time after meeting
the firm Exploration Expenditures for the First Anniversary Year or making the
Non-Refundable Payment, upon giving 30 days written notice to ICE.

     

    3.7           Results of Abandonment of
Option.

     

    
      	
               
      

            	
               
      (a)

            	
              Upon
      abandonment or deemed abandonment of the Option, NAMG shall have no
      further right, title or interest in the Property.  NAMG agrees
      that in the event of abandonment or deemed abandonment of the Option, it
      shall execute all instruments reasonably requested by ICE to evidence the
      termination of NAMG’s interest in the
Property.

            


    

     

    
      	
               
      

            	
               
      (b)

            	
              Except
      for the Non-Refundable Payment and except as expressly provided in this
      Agreement, NAMG’s abandonment or deemed abandonment of the Option prior to
      the exercise thereof shall relieve NAMG from any other obligations
      hereunder whatsoever, including obligations to make further Exploration
      Expenditures (other than the Non-Refundable Payment).  Upon any
      abandonment of the Option hereunder, NAMG shall comply with its
      obligations incurred under this Agreement prior to the
      abandonment.

            


    

     

    
      	
               
      

            	
               
      (c)

            	
              NAMG
      shall not be entitled to reimbursement for any Exploration Expenditures
      made prior to the date of
abandonment.

            


    

     

    
      	
               
      

            	
               
      (d)

            	
              If
      ICE has transferred title to any portion of the ICE Claims to NAMG prior
      to abandonment of the Option, NAMG will retransfer such ICE Claims to ICE
      within 30 days following
abandonment.

            


    

     

    3.8           Delivery of Data Upon
Abandonment.  If NAMG abandons or is deemed to have abandoned
the Option, or if a Default Termination occurs, within 60 days thereafter, it
shall furnish to ICE copies of all factual, non-interpretive data developed by
or for NAMG with respect to the Property during the period prior to the
abandonment which have not previously been made available to ICE including, but
not limited to, drill logs, assay reports, geophysical data and maps,
geochemical data and maps, and geologic data and maps, metallurgical reports and
engineering reports and studies.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    ARTICLE 4

    MANAGEMENT
COMMITTEE, OPERATOR, NAMG PERSONNEL AND PROGRAMS AND BUDGETS

     

    4.1           Management
Committee.  Within sixty (60) days of the signature of the
Agreement (Effective Date), NAMG and ICE shall form the Management
Committee.  The Management Committee will consist of two (2)
representatives (and one (1) alternate) from each of NAMG and
ICE.  The Management Committee will have overall responsibility for
creating an expenditure program and budget for the Property
and  determining how and when to spend Exploration Expenditures on the
Property.  The Management Committee will meet from time to time, at
the discretion of the Parties, or upon the reasonable request of either Party,
to review the overall progress of the Exploration Work performed to date and to
discuss any other matters which such representatives deem
appropriate.  During the Option Period, each Party, acting through its
appointed representatives, shall have an equal vote on the Management
Committee.  All decisions of the Management Committee shall be
determined by a simple majority vote provided that, while NAMG is earning its
75% interest by sole funding the Exploration Expenditures, one NAMG
representative shall have a casting and deciding vote in case of a tie
vote.  Any action taken by the Management Committee within the scope
of this Agreement, in compliance with the preceding sentence, will be binding on
each Party.  Either Party may from time to time change its
representatives on the Management Committee upon written notice to the other
Party.  The Parties agree that the Management Committee may establish
one or more sub-committees which shall have such membership and responsibilities
as the Management Committee shall determine in writing.

     

    4.2           Initial
Operator.  NAMG shall be the initial Operator.  Upon
unanimous agreement of the Management Committee, ICE may become the
Operator.

     

    4.3           ICE
Personnel.  Unless otherwise agreed between the Parties, ICE
may at its discretion elect to provide one qualified professional or one field
staff (the “ICE
Appointee”) to assist the NAMG, as Operator, for each field program or
Exploration Work.  The ICE Appointee will assist NAMG on Exploration
Work. If any ICE Appointee is not acceptable to NAMG, acting reasonably, ICE may
appoint another individual.  ICE shall provide NAMG with a daily rate
of such ICE Appointee for NAMG’s approval.

     

    4.4           Programs and
Budgets.  NAMG, as the Operator, shall implement the work
program and budgets for Exploration Work approved by the Management
Committee.  Within sixty (60) days of the formation of the Management
Committee, NAMG shall propose programs and budgets for Exploration Work to the
Management Committee for the First Anniversary Year.  The Operator
shall provide ICE with monthly progress reports covering Exploration Work on the
Property as well as provide, within forty-five (45) days of the end of each
calendar year, a detailed summary of the nature of the Exploration Work
conducted and the results and information obtained.  Within sixty (60)
days from the end of each calendar year, the Operator shall propose programs and
budgets for Exploration Work to the Management Committee for the following
year.

     

    ARTICLE 5

    NAMG’S
AND THE OPERATOR’S DUTIES DURING OPTION PERIOD

     

    5.1           NAMG’s Duties During the
Option Period.  During the Option Period, NAMG
shall:

     

    
      	
               
      

            	
               
      (a)

            	
              notify
      ICE immediately of any material actions, claims, investigations or
      proceedings, judicial or otherwise, brought or threatened against NAMG in
      relation to or which could adversely affect ICE’s interest in the ICE
      Claims or the Property;

            


    

     

    
      	
               
      

            	
               
      (b)

            	
              advise
      ICE immediately of any notice received by NAMG of any alleged violation of
      any law, rule or regulation with respect Exploration Work on the ICE
      Claims or the Property; and

            


    

     

    
      	
               
      

            	
               
      (c)

            	
              advise
      ICE immediately of any threatened or pending governmental investigation
      with respect to the Exploration Work, the ICE Claims or the
      Property.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    5.2           Operator’s Duties During the
Option Period.  During the Option Period, the Operator
shall:

     

    
      	
               
      

            	
               
      (a)

            	
              with
      the deemed consent of the Management Committee, make or arrange for all
      payments required by, licenses, contracts and other agreements related to
      the Property, pay all taxes, assessments and like charges on the Property
      and shall otherwise promptly pay and discharge expenses incurred in its
      operations on the Property;

            


    

     

    
      	
               
      

            	
               
      (b)

            	
              except
      with the consent of the Management Committee, maintain the Property free
      and clear of all liens, charges, encumbrances, royalties, agreements,
      underlying interests and conflicting rights created by, through or under
      either Party;

            


    

     

    
      	
               
      

            	
               
      (c)

            	
              promptly
      apply for and diligently pursue the granting of all Approvals necessary or
      advisable for the Exploration Work to be conducted during the Option
      Period;

            


    

     

    
      	
               
      

            	
               
      (d)

            	
              permit
      the authorized representatives of the other Party, at their own risk and
      expense, access to the Property at all reasonable times upon advance
      notice and the other Party agrees to indemnify the Operator against and to
      save it harmless from all costs, claims, liabilities and expenses that the
      Operator may incur or suffer as a result of any injury (including injury
      causing death) to any representative of the other Party while on the
      Property, however, neither Party shall be relieved hereunder of
      responsibility for its own negligence;
and

            


    

     

    
      	
               
      

            	
               
      (e)

            	
              conduct
      all Exploration Work on the Property in a good and professional manner in
      accordance with sound mining and engineering practices, in accordance with
      recognized industry practices and in substantial compliance with all
      applicable laws, regulations, orders and ordinances, including
      Environmental Laws.

            


    

     

    ARTICLE 6

    ICE’S
DUTIES AND RIGHTS DUTIES DURING OPTION PERIOD

     

    6.1           ICE’s Duties During the
Option Period.  During the Option Period, ICE
shall:

     

    
      	
               
      

            	
               
      (a)

            	
              notify
      NAMG immediately of any material actions, claims, investigations or
      proceedings, judicial or otherwise, brought or threatened against ICE in
      relation to or which could adversely affect NAMG’s interest in the ICE
      Claims or the Property;

            


    

     

    
      	
               
      

            	
               
      (b)

            	
              advise
      NAMG immediately of any notice received by ICE of any alleged violation of
      any law, rule or regulation with respect Exploration Work on the ICE
      Claims or the Property; and

            


    

     

    
      	
               
      

            	
               
      (c)

            	
              advise
      NAMG immediately of any threatened or pending governmental investigation
      with respect to the Exploration Work, the ICE Claims or the
      Property.

            


    

     

    6.2            Abandonment of Property by
ICE.  During the Option Period, ICE shall not surrender or
abandon any ICE Claims within the Property without consulting with NAMG prior to
surrender or abandonment of any such claims.  If NAMG does not concur
with any proposed surrender or abandonment by ICE, then to the extent allowed by
applicable law, ICE shall make available to NAMG that portion of the Property
sought to be abandoned or surrendered, at no cost to NAMG but NAMG will be
responsible for all encumbrances created by, through or under ICE under the
directions and supervision of the Management Committee.  Upon the
assignment, such properties shall cease to be subject to this Agreement and ICE
shall have no further obligations, provided that ICE is and will only remain
responsible for all Environmental Claims and obligations pertaining to
Environmental Laws resulting from ICE’s Exploration Work on the ICE Claims prior
to the execution of this Agreement and those carried out during the Option
Period in contravention of clear directives given by the Management Committee,
including reclamation, bonding and clean-up.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    ARTICLE 7

    AREA
OF INTEREST

     

    7.1            Area of
Interest.  Subject to the provisions of this Section, any and
all mineral interests, staked, acquired or currently owned by ICE or by NAMG, or
any Affiliates of ICE or NAMG, during the term of this Agreement within ten (10)
aerial kilometres of the Property shall be considered to be within the Area of
Interest, except that no such right, title, interest or estate shall cause the
Area of Interest to be expanded beyond the original ten (10) aerial kilometre
perimeter.  ICE or NAMG, as the case may be shall notify the
Management Committee of such acquisitions within ten (10) days after the
acquisition, or if the interest is already owned, within ten (10) days of the
Effective Date of this Agreement.  The Management Committee shall then
have sixty (60) days after delivery of such notice in which to notify ICE or
NAMG, as the case may be, that it elects to have, or not to have, such right,
title, interest or estate become subject to this Agreement.  In the
event that the Management Committee elects to include such property under this
Agreement, NAMG shall fund 100% of the costs to acquire such
property.  ICE shall only reimburse NAMG for its actual costs of such
acquisitions or staking.  Upon such right, title, interest or estate
becoming subject to this Agreement, such right, title, interest or estate shall
be considered part of the Property under this Agreement.

     

    ARTICLE 8

    INDEMNITIES

     

    8.1            Indemnities.  Upon
the Effective Date:

     

    
      	
               
      

            	
               
      (a)

            	
              ICE
      assumes and agrees to indemnify and save harmless NAMG from and against
      all valid and binding obligations of NAMG which arise by virtue of ICE’s
      interest in the ICE Claims to the extent that such obligations and
      liabilities are attributable to a period commencing prior to the Effective
      Date; and

            


    

     

    
      	
               
      

            	
               
      (b)

            	
              NAMG
      assumes and agrees to indemnify and save harmless ICE’s from and against
      all valid and binding obligations and liabilities of ICE which arise by
      virtue of NAMG’s interest in the ICE Claims to the extent that such
      obligations and liabilities are attributable to a period commencing on or
      after the Effective Date.

            


    

     

    ARTICLE 9

    ARBITRATION

     

    9.1           If
any dispute of difference of any kind whatsoever (collectively, “Dispute”) shall arise between
the Parties in respect of any matter relating to this Agreement or with respect
to the interpretation of this Agreement, the Parties shall consult and negotiate
with each other in good faith and understanding of their mutual interests, to
reach an equitable solution satisfactory to both Parties.  The Party
claiming that a Dispute exists will give to the other Party formal written
notice of such Dispute together with details of that Dispute.  Unless
such Dispute has been resolved by bona fide negotiations between the Parties
within sixty (60) days from the date that one Party delivered written notice of
such Dispute to the other, it will be referred to a panel comprised of two
directors of each of the Parties who then shall attempt to resolve the matter in
an agreeable manner.  If the Parties do not reach a solution within an
additional period of twenty (20) days, then upon written notice by either Party
to the other, the dispute, claim, question or difference shall be submitted to
arbitration in accordance with the Laws of the Province of Alberta based upon
the following:

     

    
      	
               
      

            	
               
      (a)

            	
              Each
      of the Parties shall nominate to the arbitration tribunal one arbitrator
      who is qualified by education and training to pass upon the particular
      matter to be decided and who is not related in any way to the
      Party.  The said two arbitrators shall appoint a similarly
      qualified third arbitrator;

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
               
      (b)

            	
              The
      arbitrators shall be instructed that time is of the essence in proceeding
      with their determination of any dispute, claim, question or difference,
      and in any event, the arbitration award must be rendered within thirty
      (30) days of the submission of such dispute to
  arbitration;

            


    

     

    
      	
               
      

            	
               
      (c)

            	
              The
      arbitration shall take place in Calgary, Canada, and shall be conducted in
      the English language;

            


    

     

    
      	
               
      

            	
               
      (d)

            	
              The
      arbitration award shall be given in writing and shall be final and binding
      on the Parties, not subject to any appeal, and shall deal with the
      question of cost of arbitration and all matters related
      thereto;

            


    

     

    
      	
               
      

            	
               
      (e)

            	
              Judgment
      upon the award rendered may be entered in any court having jurisdiction,
      or, application may be made to such court for a judicial recognition of
      the award or an order of enforcement thereof, as the case may be;
      and

            


    

     

    
      	
               
      

            	
               
      (f)

            	
              The
      Parties hereby stipulate that the arbitrators’ fee shall be a reasonable
      hourly rate agreed to by the Parties, multiplied by the total time of the
      arbitrators spent concerning the arbitration.  The arbitrators
      shall be entitled to receive payment for reasonable
      disbursements.  If the Parties are unable to agree on a fee
      within thirty (30) days after the filing of the request for arbitration,
      then the fee shall be established by the Code of Civil Procedure of the
      Province of Alberta.  If any Party refuses to arbitrate or
      institutes any proceeding to stay or enjoin arbitration, the other Party
      shall be awarded reimbursement of all expenses and legal fees incurred in
      connection with any such proceeding to stay or enjoin
      arbitration.

            


    

     

    ARTICLE 10

    GENERAL

     

    10.1            Implied
Covenants.  There are no implied covenants contained in this
Agreement, other than those of good faith and fair dealing.

     

    10.2            Unavoidable
Delays.  If either Party is prevented or delayed in complying
with any provisions or satisfying any condition of this Agreement by reason of
events beyond its control, including fire, land closures, the exigencies of
nature, unfavorable weather or ground conditions, the action, inaction or
refusal of any governmental agency to grant any authorization, approval, permit
or consent to conduct exploration or other operations, or unusual delay in the
processing or granting of such authorization, approval, permit or consent,
environmental restrictions or approvals, and acts of God but excluding the lack
of funds, such Party may give notice to the other Party of the event, and upon
notice all times herein provided for shall be extended by the period necessary
to cure any such event and the Party affected shall use all reasonable means to
do so promptly.

     

    10.3            Confidentiality.  The
terms and conditions of this Agreement and all data and information coming into
the possession of a Party by virtue of this Agreement with respect to the
business or operations of the other Party, the ICE Claims or the Property
generally, shall be kept confidential and shall not be disclosed to any person
not a Party hereto without the prior written consent of the other Party during
the term of this Agreement and for a period of one (1) year after the
termination of this Agreement, except:

     

    
      	
               
      

            	
               
      (a)

            	
              as
      required by law, rule, regulation or policy of any stock exchange or
      securities commission having jurisdiction over a
  Party;

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
               
      (b)

            	
              as
      may be required by a Party in the prosecution or defence of a lawsuit or
      other legal or administrative
proceedings;

            


    

     

    
      	
               
      

            	
               
      (c)

            	
              as
      required by a financial institution in connection with a request for
      financing related in whole or in part by the Party's interest in the
      Property; or

            


    

     

    
      	
               
      

            	
               
      (d)

            	
              to
      a prospective assignee of a Party's interest in the
    Property;

            


    

     

    and the
Party making such required disclosure shall at least 24 hours prior thereto
deliver a copy thereof to the other Party unless the Party is required by law to
disclose the information earlier.  Notwithstanding the foregoing, any
Party may at any time and without the consent of the other share all or any of
such data and information with a consultant provided that such consultant shall
agree to preserve the confidential nature of such data and
information.  Additionally, each Party shall consult with and obtain
the written consent of the other Party, which shall not be unreasonably
withheld, prior to making or issuing any public announcement, press release or
other pubic disclosure with respect to this Agreement.

     

    10.4            Notices.  Any
notice required to be given or delivery of documents required to be made under
this Agreement shall be in writing and shall be deemed to be well and
sufficiently given if delivered, or if mailed, by registered mail, or sent by
telecopy, to the Parties at their addresses as follows:

     

    
      	
               
      

            	
              If
      to ICE:

            	
              ICE
      Resources Inc.

            


    

    
      	
               
      

            	
              3004
      Ogden Road, S.E.

            


    

    
      	
               
      

            	
              Calgary,
      AB T2G 4N5

            


    

    
      	
               
      

            	
               

            	
              
                Attention:               
      Peter Leger

              

            


    

    
      	
               
      

            	
               

            	
              
                Fax
      No.:                 
      (403) 233-2344

              

            


    

     

    
      	
               
      

            	
              With
      a copy to:

            	
              Davis
      & Company LLP

            


    

    
      	
               
      

            	
              30th
      Floor, Shell Centre

            


    

    
      	
               
      

            	
              400
      – 4th
      Avenue S.W.

            


    

    
      	
               
      

            	
              Calgary,
      AB T2P 0J4

            


    

    
      	
               
      

            	
               

            	
              
                Attention:               
      Derrick K. Auch

              

            


    

    
      	
               
      

            	
               

            	
              
                Fax
      No.:                  (403)
      213-4465

              

            


    

     

    
      	
               
      

            	
              If
      to NAMG:

            	
              North
      American Minerals Group Inc.

            


    

    
      	
               
      

            	
              67
      Wall Street, 22nd
      Floor

            


    

    
      	
               
      

            	
              New
      York, NY

            


    

    
      	
               
      

            	
              10005
      USA

            


    

    
      	
               
      

            	
               

            	
              
                Attention:               
      Yosi Lapid

              

            


    

    
      	
               
      

            	
               

            	
              
                Fax
      No.:                 
      (800) 424-3465

              

            


    

     

    Any
notice given as provided in this Section shall be deemed to have been given, if
delivered, when delivered, or, if mailed, on the third business day after the
date of mailing, or if telecopied, on the first business day after the date of
telecopying; provided that if mailed there be, between the time of mailing and
the actual receipt of the notice a mail strike, slowdown or other labour dispute
which might affect the delivery of such notice, then such notice shall only be
effective if actually delivered or if telecopied.

     

    10.5            Applicable
Law.  This Agreement shall be construed in accordance with the
laws of Alberta.

     

    10.6            Term.  Unless
earlier terminated in accordance with the provisions of this Agreement, this
Agreement shall remain in full force and effect for so long as both Parties have
any right, title or interest in the Property.  Termination of the
Agreement shall not, however, relieve any Party from any obligations theretofore
accrued but unsatisfied, nor from its obligations with respect to rehabilitation
of the Property and reclamation.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    10.7            Assignment.  Either
Party may assign or otherwise transfer its interest under this Agreement or in
the Property to an Affiliate without consent.  Except as provided in
the foregoing sentence, neither Party shall transfer, assign or dispose of all
or any part of its rights under this Agreement or in the ICE Claims or Property
without the prior written consent of the other Party, such consent not to be
unreasonably withheld.

     

    10.8            Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the Parties hereto, their respective successors and permitted
assigns.

     

    10.9            Entire
Agreement.  This Agreement and the documents to be executed
hereunder constitute the entire agreement between the Parties pertaining to the
subject matter hereof and supersede all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the Parties pertaining
to the subject matter hereof.

     

    10.10          Counterpart and Facsimile
Signature.  This Agreement may be executed in several
counterparts and evidenced by a facsimile copy of an original execution page
bearing the signature of each Party hereto, each of which when so executed shall
be deemed to be an original, and such counterparts or facsimile copies thereof
together shall comprise one and the same instrument and, notwithstanding their
date of execution, shall be deemed to bear the date as of the date above
written.

     

    10.11          Further
Acts.  The Parties shall at all times do such further acts and
execute and deliver all further documents as may be reasonably required in order
to fully perform and carry out the terms of this Agreement.

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    10.12          Severability.  If
any provisions of this Agreement shall be held to be invalid or unenforceable,
such invalidity or unenforceability shall attach only to such provisions and
shall not in any manner affect or render invalid or unenforceable any other
provision of this Agreement

     

       IN WITNESS
WHEREOF the Parties hereto have caused this Agreement to be duly executed
by their authorized signatories hereunto duly authorized all as of the day and
year first above written.

     

    
      	 
      	 
      	
              ICE
      RESOURCES INC.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	/s/
      Timothy J. Bergen
	 
      	 
      	
              Name:

            	Timothy
      J. Bergen
	 
      	 
      	
              Title:

            	Vice
      President
	 
      	 
      	 
      
	 
      	 
      	
              NORTH
      AMERICAN MINERALS GROUP

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	/s/
      Yosi Lapid
	 
      	 
      	
              Name:

            	Yosi
      Lapid
	 
      	 
      	
              Title:

            	COO


    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    SCHEDULE “A”

     

    ICE
CLAIMS