MINING
DEED WITH SPECIAL WARRANTY,

     

    RESERVATION
OF ROYALTY, AND OPTION TO PURCHASE ROYALTY

     

    THIS
MINING DEED (“Deed”) is
made and entered into this 5th day of
September, 2006, by Ernest D. Black, with an address of 96 Poplar View Street,
Blaine, Washington 98230 (“Seller”), and American Mining
Corp., Inc., a Delaware corporation, with an address of 2627 Redwing Road, Suite
360-A, Fort Collins, Colorado 80526 (“Buyer”).

     

    FOR GOOD
AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, subject to the royalty reserved by Seller and the option granted
to Buyer to purchase the royalty, each as described in Schedule A attached
hereto and incorporated herein by reference, Seller does hereby grant, bargain,
sell and convey unto Buyer, its successors and assigns forever, all the right,
title and interest in and to those unpatented mining claims listed on Schedule B
attached hereto and incorporated herein by reference (the “Claims”).

     

    TOGETHER
WITH all the right, title and interest of Seller in all lodes, ledges, veins and
mineral bearing rock, both known and unknown, intralimital and extralateral,
lying within the boundaries of the Claims, all dips, spurs, and angles, and all
the ores, metals, minerals, mineral-bearing quartz, rock and earth or other
deposits therein or thereon and all of the rights, privileges and franchises
thereto incident, and all and singular the tenements and hereditaments thereunto
in anywise appertaining, and the rents, issues and profits thereof; and also all
the estate, rights, title, interest, property, possession, claim and demand
whatsoever, as well in law as in equity of Seller, of, in or to the Claims and
every part and parcel thereof, including all after acquired title, and together
with all water, stockwatering and reservoir rights and all rights-of-way,
easements and other ancillary rights pertaining to the Claims and owned or held
by Seller.

     

    TO HAVE
AND TO HOLD all and singular the above-mentioned and described property,
together with the appurtenances, unto Buyer, its successors and assigns
forever.

     

    SELLER
WARRANTS title against all persons claiming under Seller.

     

    IN
WITNESS WHEREOF, Seller and Buyer have duly executed this Mining Deed as of the
date first set forth above.

     

    
      
        
          
            
              
                	
                        SELLER:

                      
	 
      
	/s/
      Ernest D. Black
	
                        ERNEST
      D. BLACK

                      
	 
      
	
                        BUYER:

                      
	 
      
	
                        AMERICAN
      MINING CORP., INC.

                        a
      Delaware corporation

                      
	 
      
	 
      	 
      
	
                        By:

                      	/s/
      Amihay Lapid
	
                        Name:

                      	AMIHAY
      LAPID


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A

    ROYALTY
RESERVATION

     

    
      	
              1.

            	
              Seller
      hereby reserves unto himself a royalty (the “Royalty”), in the
      Claims, which amount shall be equal to 3% of the difference between Gross
      Proceeds and Allowable Deductions,
where:

            


    

     

    
      	
               
      

            	
              (a)

            	
              “Gross Proceeds” means
      the aggregate proceeds received by or on behalf of Buyer for the sale of
      all diamonds (the “Diamonds”) mined from
      the lands subject to the Claims pursuant to the Claims in the form of
      rough stones, and if any such stones have been subject to sorting or
      cleaning prior to their sale, then in the form which they are in at the
      time of the sale; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Allowable Deductions”
      means the following costs, charges and expenses paid, incurred, or deemed
      incurred by or on behalf of Buyer:

            


    

     

    
      	
               
      

            	
              (i)

            	
              costs
      and expenses for mining, obtaining, processing and preparing rough
      Diamonds for sale including, without limitation, costs incurred for
      sorting, weighing, grading, valuing, pricing, parcelling (any or all of
      the foregoing, “sorting”) and cleaning
      Diamonds;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              actual
      costs of shipping and transporting (including packaging, insurance,
      security, transaction taxes, handling, port, demurrage, delay, and
      forwarding expenses incurred by reason of or in the course of
      transportation) Diamonds from the lands subject to the Claims to the place
      of sale;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              costs
      and expenses for or in connection with insurance, security, packing,
      storage or representation at a facility where the sorting or cleaning of
      Diamonds takes place; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              all
      taxes, including any interest or penalties that may become payable in
      respect thereof, imposed by any federal, state, local or foreign
      government or any agency or political subdivision of any such government,
      which taxes shall include all income taxes, payroll taxes, sales and use
      taxes, excise taxes, environmental taxes, franchise taxes, gross receipts
      taxes, severance taxes, net proceeds of mine, ad valorem taxes, occupation
      taxes, real and personal property taxes, value added taxes, stamp taxes,
      transfer taxes, withholding taxes, workers’ compensation, social security
      payments, employee housing fund, retirement fund, health taxes,
      unemployment insurance payments, public works payments any tax measured on
      production and any other contributions under applicable laws and other
      obligations of the same or of a similar nature (collectively referred to
      herein as “Taxes”)
      (excluding income tax), and any royalties or like charges levied by any
      government, but only insofar as such taxes and royalties are payable based
      upon the proceeds received from a purchaser or are shown as deductions
      therefrom; provided that when there is sorting or cleaning of Diamonds,
      whether on or off the lands subject to the Claims, in a facility wholly or
      partially owned by Buyer, Allowable Deductions shall not include any costs
      that are in excess of those which would be incurred on an arm’s-length
      basis, or which would not be Allowable Deductions if the sorting or
      cleaning of the Diamonds was being done by an independent third party and
      shall not in any event exceed actual costs
  incurred.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              2.

            	
              The
      Royalty shall be payable by Buyer on the terms provided in this royalty
      reservation, subject to the terms of the Royalty Option (as defined
      below).

            


    

     

    
      	
              3.

            	
              Buyer’s
      obligation to pay the Royalty shall accrue upon the occurrence of a sale
      of Diamonds.  Where a sale is made on a provisional basis, the
      amount of the Royalty payable shall be based upon the value of Diamonds
      credited by such provisional settlement, but shall be adjusted to account
      for the value of Diamonds established by final settlement with the
      purchaser or insurer of the
Diamonds.

            


    

     

    
      	
              4.

            	
              Royalty
      payments shall be due and payable annually on or before March 31 of each
      year following the end of the year in which the same accrued, and shall be
      accompanied by a statement showing, in reasonable detail for the relevant
      year, the following information:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      quantities and grades of Diamonds produced for which there has been a sale
      in the year;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Gross Proceeds;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Allowable Deductions;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      advance Royalty payments made to date;
and

            


    

     

    
      	
               
      

            	
              (e)

            	
              other
      pertinent information in sufficient detail to explain the calculation of
      the Royalty payment.

            


    

     

    
      	
              5.

            	
              On
      the sixth anniversary of this Deed, and on or before each anniversary date
      thereafter, provided that the production of Diamonds in quantities
      sufficient to yield a return in excess of exploration, development and
      operating costs, which costs shall include any rental and royalties
      payable to third parties, (“Commercial Production”)
      has not yet commenced, Buyer shall make advance Royalty payments to Seller
      in the amount of fifty thousand dollars ($50,000) per year until
      commencement of Commercial Production.  Such advance payments
      shall be deducted from Royalty payments otherwise owing to Seller
      following commencement of Commercial
Production.

            


    

     

    
      	
              6.

            	
              Subject
      to section 3 hereof, all Royalty payments shall be considered final
      and in full satisfaction of all obligations of Buyer with respect thereto,
      unless Seller gives Buyer written notice describing and setting forth a
      specific objection to the determination thereof within one (1) year after
      receipt by Seller of the annual Royalty statement.  If Seller
      objects to a particular annual statement as herein provided,
      then:

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              Seller
      shall, for a period of thirty (30) days after Buyer’s receipt of notice of
      objection, have the right, upon reasonable notice and at a reasonable
      time, to cause an audit of Buyer’s accounts and records relating to the
      calculation of the Royalty in question to be
  commenced;

            


    

     

    
      	
               
      

            	
              (b)

            	
              such
      audit shall be conducted by a chartered accountant agreed upon by the
      parties, who enters into a confidentiality
  undertaking;

            


    

     

    
      	
               
      

            	
              (c)

            	
              if
      such audit determines that there has been a deficiency or an excess in the
      Royalty payment made to Seller, such deficiency or excess shall be
      resolved by adjusting the next annual Royalty payment due hereunder,
      provided that, if production has ceased, then settlement shall be made
      between the parties by cash payment;
and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Seller
      shall pay all costs of such audit unless a deficiency of five percent (5%)
      or more of the amount due to Seller is determined to exist, and Buyer
      shall pay the costs of such audit if a deficiency of five percent (5%) or
      more of the amount due is determined to
exist.

            


    

     

    Failure
on the part of Seller to make a claim on Buyer for adjustment within the one (1)
year period provided for in this section 6 shall establish the correctness
of the payment and preclude the filing of exception thereto or making of claims
for adjustment thereof.

     

    
      	
              7.

            	
              All
      books and records used by Buyer to calculate the Royalty due hereunder
      shall be kept according to 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..

            


    

     

    
      	
              8.

            	
              Commingling
      by or on behalf of Buyer of Diamonds with diamonds produced other than
      from the Property shall be strictly
prohibited.

            


    

     

    
      	
              9.

            	
              Buyer
      shall not be liable for the value of any stone lost in mining, sorting or
      cleaning if such mining, sorting or cleaning has been carried out in
      accordance with sound practices and procedures no less stringent than
      those customarily utilized in comparable mining operations, and no Royalty
      shall be due on any such lost values.  Buyer shall have complete
      discretion concerning the nature, timing and extent of all exploration,
      development, mining and other operations conducted on or for the benefit
      of the Property and may suspend operations and production on the Property
      at any time it considers prudent or appropriate to do so, and Buyer shall
      not owe Seller any duty to explore, develop or mine the Property or to do
      so at any rate or in any manner other than that which Buyer may determine
      in its sole and unfettered discretion, provided that such operations are
      conducted or suspended in accordance with Applicable Law and otherwise in
      accordance with sound practices and procedures no less stringent than
      those customarily utilized in comparable mining
  operations.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              10.

            	
              Seller
      may convey or assign all or any undivided portion of the Royalty either
      for a stated term of years or up to a specified dollar amount or
      percentage, provided that such assignment shall not be effective against
      Buyer until the assignee has delivered to Buyer a written and enforceable
      undertaking, whereby such assignee agrees to be bound, to the extent of
      the interest assigned, by all of the terms and conditions of this
      Agreement.  Notwithstanding any such assignment by Seller, Buyer
      shall not be or become liable to make payments in respect of the Royalty
      to more than one person.  If the interest of Seller in the
      Royalty is at any time owned by more than one person, such persons shall,
      as a condition of receiving payment hereunder, nominate one person to act
      as agent and common trustee for receipt of monies payable hereunder and to
      otherwise deal with Buyer in respect of such interests and no Royalty
      owner shall be entitled to administer or enforce any provisions of this
      Deed except through such agent and trustee.  In such events,
      Buyer shall, after receipt of notice respecting the nomination of such
      agent and trustee, thereafter make and be entitled to make payments due
      hereunder in respect of the Royalty to such agent and trustee and to
      otherwise deal with such agent and trustee as if it were the sole holder
      of the Royalty hereunder.

            


    

     

    
      	
              11.

            	
              Seller
      hereby grants to Buyer an exclusive, one-time option to acquire one-third,
      two-thirds or all of the Royalty upon and subject to the terms of this
      Deed (the “Royalty
      Option”).

            


    

     

    
      	
              12.

            	
              At
      any time from and after the commencement of Commercial Production until
      the fifth (5th)
      anniversary of the date of such commencement, Buyer shall be entitled to
      exercise the Royalty Option by:

            


    

     

    
      	
               
      

            	
              (a)

            	
              giving
      notice to Seller that Buyer elects to exercise the Royalty Option within
      thirty (30) Business Days;

            


    

     

    
      	
               
      

            	
              (b)

            	
              entering
      into a Royalty purchase agreement with Seller in accordance with this
      Deed, which shall govern the terms upon which Buyer shall acquire all or a
      portion of the Royalty; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              paying
      to Seller an amount as set forth
below:

            


    

     

    
      	
               
      

            	
              (i)

            	
              one
      million dollars ($1,000,000) if Buyer elects to purchase one-third of the
      Royalty;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              two
      million dollars ($2,000,000) if Buyer elects to purchase two-thirds of the
      Royalty; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              three
      million dollars ($3,000,000) if Buyer elects to purchase all of the
      Royalty.

            


    

     

    
      	
              13.

            	
              In
      the event that Buyer elects to purchase less than all of the Royalty, the
      Buyer shall thereafter have no further right to purchase from Seller the
      remainder of the Royalty.

            


    

     

    
      	
              14.

            	
              Notwithstanding
      any other provision herein to the contrary, Buyer shall be entitled to
      transfer its interest in the Royalty Option at any time to any third party
      without requiring the consent of Seller, provided however, that the
      transferee of the Royalty Option shall have the same obligations to Seller
      in respect of the Royalty Option as
Buyer.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
B

     

    CLAIMS

     

    
      
        	
                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

              	 
      	
                pend1g

              	 
      	
                20

              
	 
      	 
      	
                  CPE#2

              	 
      	
                S2/T10N/R72W

              	 
      	
                pending

              	 
      	
                20

              
	 
      	 
      	
                  CPE#3

              	 
      	
                S2/T10N/R72W

              	 
      	
                pending

              	 
      	
                20

              
	
                Totals

              	 
      	
                5
      claims

              	 
      	 
      	 
      	 
      	 
      	
                100   
      

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ACKNOWLEDGMENTS

     

    
      
        
          
            
              
                
                  	
                          STATE
      OF         
      WA                   
      

                        	
                          )

                        	
                          

                        
	 
      	      
                          )
      ss.

                        
	      
                          COUNTY
      OF    
      Whatcom           
      

                        	
                          )

                        
	 
      	 
      
	
                           

                        	
                           

                        


                

              

            

          

        

      

    

    


     

    The
foregoing instrument was acknowledged before me this  1  day of September, 2006 by
Ernest D. Black.

     

    Witness
my hand and official seal.

     

    My
commission expires:    
3-12-09        

     

    
      
        
          	/s/
      Suzanne Y. Flaherty
	
                  Notary
      Public

                


        

      

    

    


     

    
      
        
          	
                  STATE
      OF _______________

                	
                  )

                
	 
      	 
      
	 
      	
                  )
      ss.

                
	 
      	 
      
	
                  COUNTY
      OF ____________

                	
                  )

                


        

      

    

    


     

    The
foregoing instrument was acknowledged before me this   2nd   day of
September, 2006 by Mr. Yosi Lapid of American Mining Corp.,
Inc.

     

    Witness
my hand and official seal.

     

    My
commission expires:     10-25-2010      

     

     

    

    
      
        
          
            	/s/
      Danny Singh
	
                    Notary
      Public