CONSULTING
AGREEMENT

     

    THIS AGREEMENT made effective
this 1st day of
July, 2008.

     

    BETWEEN:

     

     North
American Minerals Group Inc.

     

    (Hereinafter
the “Corporation”)

     

    OF
THE FIRST PART

     

     -and-

     

    Zacharia
Waxler

     

     (Hereinafter
the “Consultant”)

     

    OF
THE SECOND PART

     

     WHEREAS:

     

    1.              The
Corporation is a duly incorporated Company in the Province(s) of
Alberta;

     

    2.              The
Corporation is desirous of obtaining the services of the Consultant for
management and consulting services on the corporate affairs of the Corporation;
and

     

    3.              The
Corporation wishes to retain the services of the Consultant and compensate it
accordingly.

     

    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:

     

     For
good consideration, the Corporation hereby agrees to engage and retain the
Consultant to perform the services hereinafter defined and the Consultant hereby
accepts such retainer to perform the services hereinafter defined on the terms
and conditions set forth herein.

     

    1. Term of Consulting. Subject
to the provisions for termination set forth below, the term of this Agreement
shall extend from July 1, 2008, for a period of 12 months ending June 30, 2009
(the “Term”). 
Following the end of the Term, the parties hereto may mutually agree to any
renewals of this Agreement for a time period to be discussed.

     

    
      
        
        

      

      
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    2. Compensation. The
Corporation shall compensate the Consultant as follows with provision for
quarterly increases as required and agreed upon by both parties:

     

    a)
        The Corporation shall pay the
Consultant an hourly fee of $150 USD; and

     

    b)        
The Corporation agrees to reimburse the Consultant for all reasonable expenses
incurred by it in the provision of its services to the Corporation, provided
such expenses have been approved by the Corporation in advance. Such payments
shall be made promptly upon receipt by the Corporation of an invoice for such
expenses.

     

    c) 
       Taxes:  The Company shall pay the
Consultant on a gross net basis and the Consultant shall be responsible for all
Federal taxes, Provincial taxes, Workers Compensation, Unemployment Insurance,
Canadian Pension Plan and any other regulated charges or taxes that may
apply. 

     

    3. Duties and Position. The
Corporation hires the Consultant in the capacity of Corporate Accountant and
avails itself to take advantage of services offered by the Consultant that may
include any or all services, and which involves the services required for the
development of existing and future projects for the benefit of the
Corporation.

     

    4. Consultant to
Devote Time to Corporation. The Consultant will provide a minimum
of 10 hours per month of corporate accounting services. These services will be
available to the Corporation at the Corporation’s discretion, and will be
compensated as per Section 2:
Compensation of this
Agreement.  In the event that the Consultant is providing in excess of the
Minimum Hours, above, then the Corporation and the Consultant will review the
Compensation, as set out in Section
2 of this Agreement.

     

     5. Confidentiality. Except as
directed by the Corporation, required by law or required in the course of
providing the services described herein, the Consultant shall not, either during
the term of this Agreement or at any time thereafter, use, supply, show or
disclose to any person, firm or corporation any secret of proprietary
information, knowledge or data concerning the business, affairs, product or
prospects of the Corporation which the Consultant may have acquired at any time
prior to this agreement, in the course of or incidental to this Agreement or
otherwise, for the Consultant’s own benefit, or to the detriment, or intended of
probable detriment, of the Corporation. Should the Consultant reveal or threaten
to reveal this information, the Corporation shall be entitled to an injunction
restraining the Consultant from disclosing same, or from rendering any services
to any entity to whom said information has been or is threatened to be
disclosed, the right to secure an injunction is not exclusive, and the
Corporation may pursue any other remedies it has against the Consultant for a
breach or threatened breach of this condition, including the recovery of damages
from the Consultant.

     

     6. Termination of Agreement.
If either party breaches any provisions, condition or covenants of this
Agreement, the other party shall have the right, without prejudice to any other
rights it may have under the circumstances, to terminate this Agreement by
giving the breaching party thirty (30) days written notice of such termination,
specifying therein the grounds upon which said notice is based; and, provided
that if such breach or default can be remedied and if the breaching party within
said thirty day period shall in fact remedy or cure the breach or default, then
such notice shall not become effective and this Agreement shall remain in force
and effect. Notwithstanding anything to the contrary contained in this
agreement, the Corporation may terminate the Consultant agreement upon 30 days'
notice to the Consultant should any of the following events occur:

     

    
      
        
        

      

      
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    (a) The sale of substantially
all of the Corporation's assets to a single purchaser or group of associated
purchasers; or

     

    (b) The sale, exchange, or
other disposition, in one transaction of the majority of the Corporation's
outstanding corporate shares; or

     

    (c) The Corporation's decision
to terminate its business and liquidate its assets; or

     

    (d) The merger or
consolidation of the Corporation with another company; or

     

    (e) Bankruptcy or Bankruptcy
reorganization.

     

    (f)  Shareholders or
Board of Directors decision to terminate the Consultant agreement for any
reason.

     

    7. 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 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 11th
Floor

     

    New York,
NY 10005

     

    Tel.
212-742-1968

     

    
      
        
        

      

      
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    Fax:
800-424-3465

     

    E-mail:
northamericanminerals@yahoo.com

     

    ZACHARIA
WAXLER

     

    2131
62nd
Street

     

    Brooklyn,
NY 11204

     

    Tel.
718-840-9933

     

    Fax:
718-975-5308

     

    E-mail:
zwaxler@waxlercpa.com

     

    8. Assistance in Litigation.
Consultant shall upon reasonable notice, furnish such information and proper
assistance to the Corporation as it may reasonably require in connection with
any litigation in which it is, or may become, a party either during or after
this agreement.

     

    9. 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 the Consultant 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.

     

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

     

    11. Settlement by Arbitration.
Any claim or controversy that arises out of or relates to this agreement, or the
breach of it, shall be settled by arbitration in accordance with the rules of
the Canadian Arbitration Association. Judgment upon the award rendered may be
entered in any court with jurisdiction.

     

    12. 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 the Consultant shall be
deemed reinstated as if this agreement had not been executed.

     

    13. 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.

     

    
      
        
        

      

      
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     14. 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.

     

    15. 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.

     

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

     

     17. Regulatory
Approvals.  The engagement of the Consultant may be subject to
regulatory approval.  The Corporation agrees to diligently pursue any and
all regulatory approvals necessary for the engagement of the Consultant and
shall provide the Consultant with Copies of such approvals upon receipt of
same.

     

    18. Oral Modifications Not
Binding. This instrument is the entire agreement of the Corporation and
the Consultant. 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.

     

    Signed
this 1st day of
July, 2008

    


    
      
        	
                /s/ Yosi Lapid

              	 
      	
                /s/
      Zacharia Waxler

              
	 
      	 
      	 
      
	
                Yosi
      Lapid

                Director

                North
      American Minerals Group Inc.

              	 
      	
                Zacharia
      Waxler, Consultant

              


      

    


    
      
         


      

      
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