CONSULTING SERVICES
AGREEMENT

     

    THIS AGREEMENT dated the
6th
day of September, 2006.

     

    BETWEEN:

     

    NORTH AMERICAN MINERALS GROUP,
INC., a
corporation continued pursuant to the laws of the Province of British Columbia
(“North American
Minerals”)

     

    - and
-

     

    TODD
MONTGOMERY, an individual resident in the in the City of Calgary, in the
Province of Alberta (“Montgomery”)

     

    - and
-

     

    BRENT WALTER, an individual
resident in the in the City of Calgary, in the Province of Alberta (“Walter”)

     

    - and
-

     

    YAKOV LAPID, an individual
resident in the in the City of Calgary, in the Province of Alberta (“Yakov”)

     

    - and
-

     

    YAIR LAPID, an individual
resident in the in the City of Calgary, in the Province of Alberta (“Yair”)

     

    (Montgomery,
Walter, Yakov and Yair collectively referred to herein as, the “Consultants”)

     

    WITNESSESETH
THAT WHEREAS:

     

    
      	
               
      

            	
              (a)

            	
              North
      American Minerals wished to acquire certain properties with potential for
      conducting diamond mining operations by identifying potential vendors of
      such properties and acquiring such properties on terms financially
      favourable to North American
Minerals;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      achieve the desired commercial results North American Minerals required
      the expert consulting and advisory services of the Consultants to identify
      opportunities for acquiring such properties, and to find or identify
      appropriate potential vendors to achieve such objectives (the “Services”);

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Consultants have considerable experience and expertise in matters relating
      to the Services and North American Minerals determined to engage the
      Consultants for the provision of the Services and agreed to pay the
      Consultants a finder’s fee commensurate with the results achieved for
      North American Minerals from such Services, and the Consultants agreed to
      provide the Services to North American Minerals on such
    basis;

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              in
      the course of providing such Services, the Consultants identified an
      opportunity to acquire certain properties (the “Properties”) from E.D.
      Black (“Black”)
      and, to that end, assisted North American Minerals in making initial
      contact and opening negotiations with Black to conclude an arrangement
      with Black whereby Black would sell the Properties upon favourable
      terms;

            


    

     

    
      	
               
      

            	
              (e)

            	
              in
      consideration for the Services and subject to compliance with all
      applicable regulations, stock exchange rules and securities commission
      rules and polices North American Minerals agreed to issue to the
      Consultants an aggregate of one million (1,000,000) Class A common shares
      (“Common Shares”)
      in the capital of North American Minerals (the “Success Fee”);
      and

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      parties hereto now intend to evidence the agreement of the Consultants to
      perform the Services and of North American Minerals to pay the Success Fee
      by the execution of this Agreement.

            


    

     

    NOW THEREFORE in consideration
of the premises, of the mutual commitments evidenced herein, and for other good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

     

    
      	
              1.

            	
              The
      recitals to this Agreement are incorporated into and shall form part of
      this Agreement.

            


    

     

    
      	
              2.

            	
              The
      Consultants confirm that they have completed the performance of the
      Services and North American Minerals confirms that all the Services have
      been performed to its satisfaction and have achieved for North American
      Minerals the desired goal of acquiring properties with the potential for
      conducting diamond mining
operations.

            


    

     

    
      	
              3.

            	
              North
      American Minerals acknowledges and agrees that, in consideration of the
      benefits to North American Minerals resulting from the Services, forthwith
      upon the execution hereof and subject to compliance with all applicable
      regulations, stock exchange rules and securities commission rules and
      policies, each Consultant shall be issued two hundred and fifty thousand
      (250,000) Common Shares.

            


    

     

    
      	
              4.

            	
              Each
      of the Consultants represent, warrant and covenant to the Corporation (and
      acknowledge that the Corporation and its counsel is relying thereon)
      that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              it
      has been independently advised as to restrictions with respect to trading
      in the Common Shares imposed by applicable securities legislation,
      confirms that no representation (written or oral) has been made to it by
      or on behalf of the Corporation with respect thereto, acknowledges that it
      is aware of the characteristics of the Common Shares, the risks relating
      to an investment therein and of the fact that it may not be able to resell
      the Common Shares except in accordance with limited exemptions under
      applicable securities legislation and regulatory policy until expiry of
      the applicable hold period or restricted period and compliance with the
      other requirements of applicable law; and it agrees that any certificates
      representing the Common Shares will bear a legend indicating that the
      resale of such securities is
restricted;

            


    


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              it
      is aware that: (i) the Corporation is not a reporting issuer under the
      securities legislation of any province and that as a result the applicable
      hold period on the Common Shares may never expire; (ii) if no further
      statutory exemption may be relied upon and no discretionary order is
      obtained, this could result in it having to hold the Common Shares
      acquired hereunder for an indefinite period of time; (iii) there is no
      market for the Common Shares; and (iv) the Corporation is not undertaking
      to file a prospectus, now or in the
future;

            


    

     

    
      	
               
      

            	
              (c)

            	
              it
      has not received or been provided with, nor has it requested, nor does it
      have any need to receive, any offering memorandum, any prospectus, sales
      or advertising literature, or any other document (other than an annual
      report, annual information form, interim report, information circular or
      any other continuous disclosure document, other than an offering
      memorandum, the content of which is prescribed by statute or regulation)
      describing or purporting to describe the business and affairs of the
      Corporation which has been prepared for delivery to, and review by,
      prospective purchasers in order to assist it in making an investment
      decision in respect of the Common
Shares;

            


    

     

    
      	
               
      

            	
              (d)

            	
              it
      is resident in Alberta and is a “close business
      associate” of a director, officer, employee, founder or control
      person of the Corporation (as such terms are defined under applicable
      securities laws) and, if requested by the Corporation, will provide a
      signed statement describing the relationship with any of such
      persons.  For the purposes of this subparagraph “close business
      associate” means that the Consultant has had sufficient prior business
      dealings with such individual (where such relationship is direct and
      extends beyond being a casual business associate or a person introduced or
      solicited for the purpose of purchasing securities or a client, customer
      or former client or customer or being a close business associate of a
      close business associate of such individual) to be in a position to assess
      the capabilities and trustworthiness of such individual;
    and

            


    

     

    
      	
               
      

            	
              (e)

            	
              it
      acknowledges that it is encouraged to obtain independent legal, income tax
      and investment advice with respect to its subscription for the Common
      Shares and accordingly, has had an opportunity to acquire an understanding
      of the meanings of all terms contained herein relevant to the Consultant
      for the purpose of giving the representations, warranties and covenants
      under this Agreement.

            


    

     

    
      	
              5.

            	
              All
      notices and correspondence required under the terms of this Agreement
      shall be in writing and sent by registered mail, courier or
      facsimile:

            


    

     

    To North
American Minerals:

     

    North
American Minerals Group, Inc.

    40 Wood
Cres. SW

    Calgary,
Alberta T2W 4B6

    Fax:           (801)
405-0061

    Email:       
northamericanminerals@yahoo.com


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    


    To the
Consultants:

     

    
      
        	
                Todd
      Montgomery

                Suite
      1003, 2010 Ulster Road N.W.

                Calgary,
      Alberta T2N 4C2

                Fax:           (775)
      786-7551

              	
                Brent
      Walter

                Suite
      2, 880 – 16th
      Avenue S.W.

                Calgary,
      Alberta T2R 1J9

                Fax:           (403)
      262-4860

                Email:        bwalter@proventurelaw.com

              
	 
      	 
      
	
                Yakov
      Lapid 40 Wood Cres. SW

                Calgary,
      Alberta T2W 4B6

                Fax:           (403)
      251-3413

                Email:        lapid@telus.net

              	
                Yair
      Lapid

                40
      Wood Cres. SW

                Calgary,
      Alberta T2W 4B6

                Fax:           (403)
      251-3413

                Email:        yair@telus.net

              


      

    

    


    A
document sent by registered mail or by courier shall be deemed to have been
received on the date indicated upon the confirmation of receipt.  A
document sent by telecopier shall be deemed to have been received on the day
following the date of transmission as indicated on the transmission
confirmation.  Either party may at any time give notice in writing to
the other party of the change of its coordinates for the purpose of this
Agreement.

     

    
      	
              6.

            	
              This
      Agreement shall not be assigned by either party hereto without the prior
      written consent of the other parties which consent shall not be
      unreasonably withheld.

            


    

     

    
      	
              7.

            	
              Nothing
      in the terms of the present Agreement shall be interpreted as creating an
      employment or agency relationship, a partnership or a joint venture
      between North American Minerals or its employees and the Consultants, nor
      as conferring upon North American Minerals or its employees the authority
      to bind the Consultants with respect to suppliers, business partners or
      licensees of the Consultants or any other person.  Each of the
      Consultants represents that it is in business for itself and that it is an
      independent contractor for income tax
purposes.

            


    

     

    
      	
              8.

            	
              The
      Consultants acknowledge that they have had access to property and
      information of North American Minerals.  All confidential
      information, trade secrets or property that the Consultants have had
      access to or which they have acquired in relation to providing the
      Services or performing this Agreement shall be kept strictly confidential
      by the Consultants, except to the extent disclosure thereof is authorized
      by North American Minerals or required by law, and shall be used only for
      the benefit of North American Minerals.  The Consultants agree
      not to use for their own purposes or for any purpose other than that of
      North American Minerals any information which has been learned or which
      the Consultants have had access to during the provision of the
      Services.  The Consultants hereby acknowledge that they have
      returned to North American Minerals all devices, records, data, notes,
      reports, proposals, lists, correspondence, specifications, materials,
      equipment or any other documents belonging to North American Minerals,
      together with any copies, which may have come into the Consultants’
      possession.

            


    

     

    
      	
              9.

            	
              This
      Agreement shall be governed by, interpreted, and construed in accordance
      with the laws of the Province of Alberta, without regard to the conflicts
      of law principles thereof.

            


    


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    
      	
              10.

            	
              This
      Agreement sets forth the entire agreement between the parties concerning
      the subject matter hereof, and supersedes all prior and contemporaneous
      written or oral negotiations and agreements between them concerning the
      subject matter hereof.

            


    

     

    
      	
              11.

            	
              This
      Agreement may be executed in counterparts with the same effect as if all
      parties had signed the same document, each of which counterparts shall be
      deemed to be an original and all of which together shall constitute one
      and the same Agreement.  Either party may deliver an executed
      copy of this Agreement to the other by facsimile
    transmission.

            


    

     

    IN WITNESS WHEREOF the parties
hereto have executed this Agreement effective as of the date first above
written.

     

    
      
        
          
            
              
                
                  	 
      	 
      	
                          NORTH
      AMERICAN MINERALS GROUP INC.

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          Per:

                        	/s/
      Yosi Lapid
	 
      	 
      	 
      
	 
      	 
      	/s/
      Todd Montgomery
	
                          Witness

                        	 
      	
                          TODD
      MONTGOMERY

                        
	 
      	 
      	 
      
	/s/
      Anita L. Walter	 
      	/s/
      Brent Walter
	
                          Witness

                        	 
      	
                          BRENT
      WALTER

                        
	 
      	 
      	 
      
	/s/
      Juliamai Giffen	 
      	/s/
      Yakov Lapid
	
                          Witness

                        	 
      	
                          YAKOV
      LAPID

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	/s/
      Juliamai Giffen	 
      	/s/
      Yair Lapid
	
                          Witness

                        	 
      	
                          YAIR
      LAPID

                        


                

              

            

          

        

      

    


    
      
         


      

      
        - 5
-