THIS AGREEMENT made effective
this 4th
day of December, 2007 

     

    BETWEEN: 

     

    North
American Minerals Group Inc.

     

    (Hereinafter
the “Corporation”)

     

     OF THE FIRST PART

     

    -and-

     

    Peter
Leger

     

    (Hereinafter
the “Peter”)

     

    OF
THE SECOND PART

     

     WHEREAS Peter has performed
certain services for the Corporation from April 1, 2007 to December 4, 2007
including, without limitation, property acquisition, consulting services related
to financings, public company dealings, projects and general company business
(collectively, the “Services”).

     

    AND WHEREAS the Corporation
wishes to issue 2,000,000 common shares (“Shares”) in the capital stock
of the Corporation to Peter as payment for the provision of the
Services;

     

    NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the premises and of the mutual
covenants herein contained, the parties hereto covenant and agree as
follows:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.           Compensation. The Corporation
agrees to issue to Peter 2,000,000 Shares in the capital stock of the
Corporation having consideration of $0.15 per Share.  The parties
hereto acknowledge that the Shares shall remunerate Peter in full for the
Services.  The Corporation having recognized the Services as full
payment of the subscription price for the said Shares, such Shares are issued
and shall be held as fully paid and non-assessable shares and a certificate
therefor shall be issued to Peter.

     

    2.           Notices.  All notices,
communications, statements and invoices (hereinafter called “Notices”) required or
permitted hereunder shall be in writing. Notices may be served:

     

    (a)           Personally
by leaving them with the party on whom they are to be served at that party’s
address hereinafter given.  Personally served Notices shall be deemed
received by the addressee when actually delivered, provided such delivery shall
be during normal business hours; or

     

    (b)           By
mailing them in Canada by first class, registered post, postage prepaid, to the
party on whom they are to be served.  Notices so served shall be deemed to
be received by the addressee on the fourth day (excluding as the fourth day
Saturdays, Sundays, and statutory holidays) following the mailing
thereof.

     

    The
address of each of the respective parties hereto for service of Notices shall be
as follows:

     

    NORTH
AMERICAN MINERALS GROUP INC.

     

    110
WALL STREET NEW YORK,NY 10005

     

    PH:
1.212.742.1968

     

    FAX
1.800.424.3465

     

    PETER
LEGER

     

    Box 20040
RPO Bow Valley

     

    Calgary,
Alberta

     

    Canada

     

    PH: ( 403
) 852-0644

     

    FAX: (
403) 726-0799

     

    3.           Entire Agreement.  This
Agreement and any Schedules attached hereto, constitute and express the whole
agreement of the parties hereto with reference to the engagement and retainer of
Peter by the Corporation and with reference to any of the matters and things
herein provided for or hereinbefore discussed or mentioned with reference to
such engagement and retainer, all promises, representations and undertakings
relative thereto being hereby merged herein.

     

    4.           Effect of Prior Agreements.
This Agreement supersedes any prior agreement between the Corporation or any
predecessor of the Corporation and Peter, except that this agreement shall not
affect or operate to reduce any benefit or compensation inuring to Peter of a
kind elsewhere provided and not expressly provided in this
agreement.

     

    
      
         


      

      
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    5.           Severability. If, for any
reason, any provision of this agreement is held invalid, all other provisions of
this agreement shall remain in effect. If this agreement is held invalid or
cannot be enforced, then to the full extent permitted by law any prior agreement
between the Corporation (or any predecessor thereof) and Peter shall be deemed
reinstated as if this agreement had not been executed.

     

    6.           Consents and Waivers.  No consent or waiver,
express or implied, by any party hereto to or of any breach or default by any
other party hereto in the performance of any obligations hereunder shall be
deemed or construed to be a consent or waiver to or of any other breach or
default in the performance by such other party of the same or any other
obligation or such party hereunder.  Failure on the part of any party to
complain of any act or failure to act of any other party or to declare any party
to be in breach or default, irrespective of how long such failure continues,
shall not constitute a waiver by such party of his or its rights
hereunder.

     

    7.           Applicable Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
Province of Alberta and each of the parties hereto agrees to attorn to the
jurisdiction of the courts of Alberta for any dispute arising out of or in
connection with this Agreement.

     

    8.           Enurement.  This
Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and
assigns.

     

    9.           Time.  Time is of the
essence of this Agreement.

     

    10.         Oral Modifications Not
Binding. This instrument is the entire agreement of the Corporation and
Peter. Oral changes have no effect. It may be altered only by a written
agreement signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.

     

    Dated
effective this 4th day of
December, 2007.

     

    NORTH
AMERICAN MINERALS GROUP INC.

    


    
      
        
          
            
              
                	/s/
      O. Goutnik	 
      	
                        Per:

                      	/s/
      Yosi Lapid
	
                        WITNESS

                      	 
      	 
      	
                        YOSI
      LAPID

                      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	/s/
      Peter Leger
	
                        WITNESS

                      	 
      	 
      	
                        PETER
      LEGER

                      


              

            

          

        

      

    

     

    
      
         


      

      
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