OATMAN GOLD

                          PROJECT ACQUISITION AGREEMENT

                                      AMONG

                       ASPA GOLD CORP., formerly known as
                    RENAISSANCE BIOENERGY INC., as Purchaser

                     McINTYRE & BAUMAN GROUP, LLC, as Seller

                                       AND

                    THE OTHER SELLERS IDENTIFIED IN EXHIBIT B

                          Dated as of November 22, 2010

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                                   OATMAN GOLD
                          PROJECT ACQUISITION AGREEMENT

This OATMAN GOLD PROJECT ACQUISITION  AGREEMENT (this "Agreement"),  dated as of
November  22,  2010 is made by and among  ASPA  GOLD  CORP.,  formerly  known as
RENAISSANCE  BIOENERGY INC., a Nevada  corporation  with an address of 36101 Bob
Hope Dr., Suite E5-238, Rancho Mirage, CA 92770 U.S.A.  ("Company"),  McIntyre &
Bauman Group,  LLC, an Arizona limited liability company with an address of 9212
Empire Rock Street., Las Vegas, NV 89143 U.S.A.  ("McIntyre")  (McIntyre and the
other Claimholders identified as such in Exhibit B being hereinafter referred to
as  "Claimholder"),  and the  other  Sellers  identified  in  Exhibit  B  hereto
(Claimholder and such other Sellers being  hereinafter  referred to collectively
as the "Sellers").

1.   Summary of Transaction.

In  consideration of the respective  ownership  interests in the Company through
issuance of 28,000,000 (Twenty eight million) restricted shares of the Company's
Common Stock referred to herein and other good and valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  hereby sells to the
Company all of its right,  title and  interest  in, to and under the  unpatented
lode  and  placer  mining  claims  known as the  Oatman  Gold  Project  and more
particularly  described  in Exhibit A hereto upon the terms and  conditions  set
forth in this Agreement.  Sellers  collectively hold a 1/4 undivided interest in
the 22 (Twenty two) unpatented placer claims included in the Oatman Gold Project
and  designated as  unpatented  placer claims in Exhibit A, and such interest is
hereinafter referred to as the "Property".

2.   Title to the Property.

     A.   Claimholder hereby represents and warrants to Company as follows:

          (i)  Claimholder owns or is able to convey the undivided interest held
               by it in and to each of the unpatented  mining claims included in
               the Property as of the date hereof;

          (ii) To  the  best  of  the  knowledge,   information  and  belief  of
               Claimholder,  all such  claims  have  been  validly  located  and
               maintained   in   accordance   with  all   applicable   laws  and
               regulations;

          (iii)All such  claims  are free and clear of all  liens,  claims,  and
               encumbrances  whatsoever,  subject only to the paramount interest
               of the United  States of America  and / or the State of  Arizona;
               all taxes,  if any,  which may be or which may become a lien upon
               the Property, as of the date hereof, have been paid;

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          (iv) The Property is not in any manner  encumbered  as a result of any
               conduct or activity of Claimholder;

          (v)  Having  secured  the  approval  of its  members  to the terms and
               conditions of this  Agreement,  Claimholder has full and complete
               authority  to  execute  this  Agreement  and to grant the  rights
               herein conferred on Company; and

          (vi) Claimholder  has no  knowledge  that  any of  the  mining  claims
               comprising  the  Property are  invalid,  or that,  except for any
               unpatented  ground lying within the Project Area, there are other
               senior mining claims in conflict with any of such claims.

          (vii)There  are no  outstanding  options,  rights  of  first  offer or
               rights of first  refusal to  purchase,  right to acquire or lease
               the Project  Area,  or any portion  thereof or interest  therein,
               except in favor of Seller.

          (viii) There are no  Proceedings  (including  condemnation  or eminent
               domain proceedings) pending or threatened against all or any part
               of the Project Area.

          (ix) There are no  unrecorded  contracts,  leases,  easements or other
               agreements,  rights or claims of third parties affecting the use,
               title, occupancy or development of the Project Area.

3.   Payments by the Company.

Following  transfer of title to the Property  under Section 7, Company shall pay
to Claimholder (i) the Claimholder's net profits interest (NPI) under Section 8A
and (ii) the  Claimholder's  net smelter  return (NSR) royalty under Section 8B.
Company's obligation to make payment under Section 8A and Section 8B shall cease
to  accrue  on the  first  to occur  of (i)  completion  by  Company  of  mining
operations,  residual leaching and reclamation in the Project Area or (ii) other
decision  of  Company  to  terminate  operations  in the  Project  Area and,  if
Claimholder  so  desires,   to  re-convey  the  property  to  Claimholder   once
reclamation and other  environmental  obligations have been satisfied,  although
this  provision  shall not relieve  Company from its obligation to make payments
that accrued prior to such occurrence.

     A.   All  payments  shall be paid in US  dollars in  immediately  available
          funds.

     B.   Company will promptly issue to each Seller the number of shares of the
          Company's  Common  Stock set forth in Exhibit  B. The shares  shall be
          validly issued, fully paid and nonassessable.

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4.   Work Expenditures.

Until the earlier of (a)  termination by Company of this Agreement under Section
6 or (b) transfer of title to the Company  under  Section 7, Company  shall make
the work  expenditures  on or for the benefit of the Oatman Gold  Project in the
following amounts:

A.   The sum of US$100,000 (One hundred thousand  dollars) on or before November
     30, 2011.

B.   The sum of US$100,000 (One hundred thousand  dollars) on or before November
     30 of each year thereafter.

     Any excess of Work Expenditures in any year shall be carried forward to the
     succeeding year. If Work Expenditures in any year are deficient and Company
     desires to maintain this Agreement in effect, Company shall pay Claimholder
     in immediately available funds a sum equal to the deficiency in lieu of the
     Work  Expenditure  shortfall.   For  purposes  of  this  Agreement,   "Work
     Expenditures"  is defined as sums spent or incurred by Company  directly on
     the Property for  exploration  and  development of the Property,  including
     drilling,  geochemical sampling,  geophysical or seismic survey,  assaying,
     and  ore  reserve  calculation;  metallurgical  and  engineering  analyses;
     environmental and permitting analyses and activities;  feasibility studies;
     and  financing  investigations;  plus 5% of such  direct  costs  in lieu of
     headquarters overhead and general and administrative expenditures.

5.   Rights and Obligations During Term.

The parties shall have the following rights and obligations prior to termination
of this Agreement:

     A.   Access to Property and Provision of Data.

          Company  shall  have  full  access to the  Property  to  conduct  such
          investigations  and  examinations as Company may deem desirable and to
          all  information  and data in  Claimholder's  possession  and  control
          pertaining to the Property necessary or desirable to enable Company to
          fully   evaluate  the  Property   and  its   commercial   feasibility.
          Claimholder   agrees  to   cooperate   fully   with   Company  in  its
          investigation.

     B.   Activities by Company.

          Company shall have  exclusive  possession of the Property,  subject to
          the  paramount  rights  of the  United  States  and / or the  State of
          Arizona  with  respect to  unpatented  mining  claims  included in the
          Property,   and  shall  have  the  exclusive  right  to  conduct  such
          exploration,  evaluation,  and development  activities on the Property
          (including  bulk  sampling) as Company may desire.  Claimholder  shall
          provide at Company's expense all reasonable  assistance to Company for
          the  obtaining  of any  permits,  licenses,  and third party  consents
          needed for such work. Company shall also have the right to contact the

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          pertinent  federal,  state,  and  local  permitting  agencies,  and to
          negotiate with such agencies.

     C.   Maintenance of Property.

          Company shall maintain in good standing all  unpatented  mining claims
          that comprise the Property.  Company shall, as required by the Federal
          Government with respect to unpatented  mining claims on federal lands,
          perform required  assessment work or timely pay all claim  maintenance
          or rental fees and all required  property taxes, and shall timely make
          all filings and  recordings in the  appropriate  governmental  offices
          required in connection  with such payments.  In the event  Claimholder
          makes any such  payment  (although it shall have no  obligation  to do
          so), Company shall promptly reimburse  Claimholder for payment of such
          holding  costs upon  receipt by Company of evidence  of such  payment.
          Company  shall have the right to amend or  relocate  in the name(s) of
          Claimholder any unpatented mining claims included in the Property,  to
          locate different types of claims on ground covered by existing claims,
          and to locate any fractions.

     D.   Sharing of Data.

          During each year,  Company will share with Claimholder all information
          (including  interpretive and non-interpretive data, subject to typical
          disclaimers   regarding   interpretive   data  and   statements   that
          Claimholder may not rely upon the same) obtained from the exploration,
          evaluation,  and  development  activities  pertaining to the Property,
          including  providing  a copy of any  geological  and  other  principal
          reports  relating to the Property,  and will report to  Claimholder in
          writing at least  quarterly  regarding the progress of the exploration
          and evaluation work and Work Expenditures made during the period.

     E.   Claimholder Access to Property.

          Claimholder  may have  access  to the  Property  at its  sole  risk on
          reasonable  notice,  and shall be  entitled  to  conduct  tours of the
          Property   for   investor   relations   and   financing    activities.
          Claimholder's exercise of its access rights shall not interfere in any
          way with  Company's  operations  on the  Property,  which  shall  take
          precedence in the event of any conflict.

     F.   Conduct of Operations by Company at the Property.

          All of the exploration,  development, mining, milling and related work
          and any other  activities  which may be  performed  by  Company or its
          agents or contractors  hereunder shall be performed in accordance with
          all of the terms and  conditions  of this  Agreement  and good  mining
          practices,   but  the  timing,   nature,  manner  and  extent  of  any
          exploration,   development  or  any  other  operations  or  activities
          hereunder shall be in the sole discretion of Company,  and there shall
          be no implied  covenant to begin or continue  any such  operations  or
          activities.

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     G.   Indemnity.

          Except for damages  sustained  by  Claimholder  while on the  Property
          pursuant  to  Section  5F,   Company  agrees  to  indemnify  and  hold
          Claimholder  and  its  affiliates,  and  their  respective,  officers,
          directors,  employees,  agents, members,  partners and agents harmless
          from  and  against  any  loss,  liability,  cost,  expense  or  damage
          (including reasonable attorney's fees) that may be incurred for injury
          to or death of  persons  or damage to  property,  or  otherwise,  as a
          result  of  Company  or  its  agents  or  contractors  conducting  any
          operations on or in connection with the Property.

     H.   Insurance.

          Company agrees to carry such  insurance,  covering all persons working
          at or on the  Property  for  Company,  as will fully  comply  with the
          requirements  of the  statutes of the State of Arizona  pertaining  to
          worker's compensation and occupational disease and disabilities as are
          now in force or as may be hereafter  amended or enacted.  In addition,
          Company  agrees  to carry  liability  insurance  with  respect  to its
          operations  at the Property in reasonable  amounts in accordance  with
          accepted industry practices.  Company agrees that Claimholder shall be
          named as an  additional  insured on all such  policies,  and agrees to
          forward to Claimholder  certificates  of such  insurance  policies not
          later than 10 days prior to the date that Company  commences  any such
          activities  on the  Property.  Company shall have no right to commence
          any  such  activities   until  such   certificates  are  delivered  to
          Claimholder.

     I.   Compliance with Laws.

          Company  agrees to conduct and perform  all of its  operations  at the
          Property  during the term of this  Agreement  in  compliance  with all
          valid  and  applicable  federal,  state  and  local  laws,  rules  and
          regulations,  including without limitation laws, rules and regulations
          pertaining  to  environmental  protection,  human  health and  safety,
          social  security,  unemployment  compensation,  wages  and  hours  and
          conditions of labor,  and Company shall indemnify and hold Claimholder
          harmless from and against any loss, liability, cost, expense or damage
          (including  reasonable  attorney's  fees)  arising  from or related to
          Company's failure to comply with said laws.

     J.   Taxes.

          During the term of this  Agreement,  Company shall be responsible  for
          payment of all taxes levied or assessed  upon or against the Property,
          as well as any facilities or improvements located thereon.

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     K.   Liens and Encumbrances.

          Company  shall keep title to the Property  free and clear of all liens
          and encumbrances  resulting from its operations  hereunder;  provided,
          however, that Company may refuse to pay any claim asserted against it,
          which it disputes in good faith. At its sole cost and expense, Company
          shall contest any suit,  demand or action  commenced to enforce such a
          claim  and,  if the suit,  demand or action is  decided  by a court or
          other authority of ultimate and final jurisdiction  against Company or
          the Property,  Company shall  promptly pay the judgment and shall post
          any bond and take all other  action  necessary  to prevent any sale or
          loss  of the  Property  or any  part  thereof.  Company  shall  permit
          Claimholder  to post Notices of  Non-Responsibility  at the collars of
          any shafts and in other locations  required under Arizona law in order
          to prevent  certain liens from attaching to the Property,  and Company
          shall  take all  actions  reasonably  necessary  to keep such  notices
          posted in these locations.

     L.   Reclamation and Remediation.

          Company shall reclaim the Property, to the extent disturbed by Company
          during the term of this Agreement,  in accordance with and as required
          by applicable federal, state and local laws, rules and regulations.

6.   Right to Terminate.

     A.   Termination.

     (1)  By the Company.

          Company may terminate this Agreement at any time at its sole option by
          giving  Claimholder  30 days'  prior  written  notice,  upon which all
          rights and  obligations  of the  parties  under this  Agreement  shall
          cease,  except for any limitation of liability,  indemnification,  and
          confidentiality  provisions set forth herein; provided,  however, that
          (i) if Company  terminates  this Agreement  after April 1 of any year,
          Company  agrees  to pay  governmental  fees and make all  governmental
          filings  necessary to maintain the  unpatented  mining  claims for the
          assessment  year  commencing on September 1 next following such notice
          of  termination  and(ii) if Company  terminates  this  Agreement on or
          before April 30 of any year,  Company shall remain obligated to comply
          with Section 4 for the contract year ended June 30 of such year.

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     (2)  By Claimholder.

          In the event that (i)  Company  shall fail to pay any of its  monetary
          obligations  under  this  Agreement  when due and  shall  not pay same
          within 14 days following notice thereof by Claimholder or (ii) Company
          shall fail to perform any of its  nonmonetary  obligations  under this
          Agreement  and shall  not cure its  failure  within 30 days  following
          notice  thereof by  Claimholder  (in each case an "uncured  default"),
          Claimholder  may  terminate  this  Agreement  upon three days  written
          notice to Company. Termination pursuant to this Section 6.A. (2) shall
          not excuse Company from any of its obligations, which accrued prior to
          the date of  termination,  and  Claimholder  shall  retain  all of its
          rights in law or in equity with respect thereto.

     B.   Return of Data.

          As soon as practicable upon the termination of this Agreement, Company
          shall  return  to  Claimholder  copies  of all  title,  environmental,
          metallurgical,   geological,   geophysical,  milling  and  other  data
          concerning  the Property  and  furnished  by  Claimholder  or previous
          owners of the Property or their agents or consultants  to Company.  At
          such  time,  Company  shall also make  available  to  Claimholder  for
          examination  and  copying  all survey  maps,  drill hole logs,  sample
          locations and assays developed by Company with respect to the Property
          during the term of this Agreement and not previously made available to
          Claimholder  and shall  transfer  custody to  Claimholder of all drill
          cores.

     C.   Release.

          Upon termination of this Agreement,  Company will promptly execute and
          deliver to Claimholder  appropriate  documents of conveyance releasing
          and  conveying  its interest in the Property to  Claimholder  as their
          respective interests appear.

     D.   Surrender of Possession and Removal of Equipment.

          Upon termination of this Agreement, Company shall surrender possession
          of the Property,  subject to the condition that Company shall have the
          right at any time  within one year (or such  longer  period as Company
          can  demonstrate  is  reasonably  necessary)  after such  surrender or
          termination  of  this  Agreement  to  (i)  complete  any   reclamation
          obligations   required  of  Company   under  this   Agreement   or  by
          governmental  law or  regulation  and (ii)  remove  all of its  tools,
          equipment,  machinery,  supplies, fixtures, buildings,  structures and
          other  property  erected  or  placed  on  such  property  by  Company,
          excepting  only  timber,  chutes and ladders in place for  underground
          entry and support.  Title to such property not removed within the time
          period set forth above shall, at the election of Claimholder,  pass to

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          Claimholder.  Alternatively,  at the end of the time  period set forth
          above,  Claimholder may remove any such property from the Property and
          dispose  of  same  in a  commercially  reasonable  manner,  all at the
          expense of Company.

7.   Transfer of Title.

Title  to the  unpatented  mining  claims  included  in the  Property  shall  be
transferred  to the Company  only upon  completion  of each and every one of the
following conditions:  (a) the completion of a "positive"  feasibility study for
the  Property,  (b) the making of an  affirmative  production  decision  for the
Property by Company's and any parent  corporation's  Boards of Directors and (c)
presentation to Claimholder of evidence satisfactory to Claimholder that Company
has obtained the financing necessary to develop and operate the Property. Unless
there is an uncured default by the Company that is continuing, Claimholder shall
deliver to Company,  within 5 (five) business days of the notice of satisfaction
of the conditions set forth in the previous sentence, a special warranty deed in
form  satisfactory  to  Company  transferring  title to a 100%  interest  in the
Property,  and  reserving to  Claimholder  the net profits  interest  ("NPI") in
production from the Property and the net smelter returns royalty  ("NSR"),  each
as set forth in Section 8 below.  Company shall  promptly  record said deed with
the Mohave  County  Recorder and with the Arizona  State Office of the Bureau of
Land Management. It is acknowledged and agreed that it is presently the position
of the U.S.  Bureau of Land  Management  (BLM) that 160 acre  unpatented  placer
mining  claims must,  prior to  "discovery"  (as that term is defined  under the
Mining Act of 1872 and  subsequent  case  law),  be owned by at least 8 persons.
There are presently 8 owners of the 22 unpatented  placer claims included in the
Oatman Gold  Project.  Accordingly,  the parties  anticipate  that title will be
transferred  under this Section 7 to 8 persons  designated  by the Company if at
the time of  transfer  if this is still the  position  of the BLM at the time of
transfer.

8.   Claimholder NPI and NSR Royalty.

     A.   Claimholder NPI.

          Claimholder  reserves a 5% (Five percent) net profits interest ("NPI")
          in  the  Property.   For  purposes  of  Claimholder's   and  Company's
          respective  NPI,  "Net  Profits"  shall  be  calculated   pursuant  to
          generally  accepted  accounting  principles  in the  United  States of
          America, provided,  however, that the calculation of net profits shall
          not  include  any  benefit  or  loss  from  price  hedging  and  price
          protection  arrangements  conducted  by or on behalf of  Company  and,
          provided,  further,  that  Company  shall be  entitled  to deduct from
          revenues only the following  percentages of total  operating  costs in
          lieu  of   headquarters   overhead   and   headquarters   general  and
          administrative expenses: 3% during the development/construction  stage
          of  operations  and 1%  during  the  mining  and  processing  stage of
          operations and, provided, further, that no deduction shall be made for
          depletion or depreciation.  Claimholder's NPI shall be a fully carried
          interest,  and Claimholder  shall not be required to fund any expenses
          relating to the Property or its exploration , development,  production
          or reclamation.

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     B.   Net Smelter Returns Royalty.

          In addition to Claimholder's  NPI,  Claimholder  hereby reserves a net
          smelter returns  royalty ("NSR Royalty") for all commodities  produced
          from the Property.  For purposes of this  Agreement,  the "net smelter
          return"  is  defined  as the  amount  of money  which the  smelter  or
          refinery, as the case may be, pays the Company for the commodity based
          on the then  current  spot price of gold,  with  deductions  for costs
          associated with further  processing but without  deductions for taxes,
          calculated on an FOB mine site basis. The NSR Royalty shall be payable
          based on the following sliding scale,  based on the spot price of gold
          at the time of production:

          Over $2,400 per ounce                                    8.0%
          Over $2,100 but under $2,400 per ounce                   7.0%
          Over $1,800 but under $2,100 per ounce                   6.0%
          Over $1,500 but under $1,800 per ounce                   5.0%
          Over $1,200 but under $1,500 per ounce                   4.0%
          Over $900 but under $1,200 per ounce                     3.0%
          Over $600 but under $900 per ounce                       2.0%
          Under $600 per ounce                                     1.0%

     C.   Payable in Kind; Payable Quarterly.

          Claimholder  may elect to receive  in kind its NPI or its NSR  Royalty
          (as described below). Both royalties shall be payable quarterly.

9.   "Project Area" / Area of Interest.

If  either  party or if any  affiliate  of a party,  or any  officer,  director,
employee,  partner,  member or agent thereof,  now has or hereafter acquires any
property  interest  within the  boundaries of Twp 18N Range 20W or Twp 19N Range
20W, GSRBM, Arizona, or within one mile of the perimeter of such boundaries (the
"Project Area"), such party shall give prompt notice to the other party and such
property interests shall, at the option of the other party,  exercised within 45
days after notice of such acquisition by the acquiring party, become part of the
Property and become subject to this Agreement (the "Additional Property").

10.  Cross - Indemnity.

Each party ("Indemnifying Party") agrees to defend,  indemnify and hold harmless
the other party, its successors,  affiliates,  assigns, officers,  directors and
employees, members, partners and agents ("Indemnitees") from and against any and
all claims, actions suits, losses, liabilities, damages, assessments, judgments,
costs and expenses,  including  reasonable  attorney's  fees,  arising out of or
pertaining to (i) any breach by the  indemnifying  party of any  representation,
warranty or obligation under this Agreement or (ii) any activities  conducted by
the Indemnifying Party or its agents on the Property.

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11.  Assignment.

Neither party may assign its rights and obligations under this Agreement without
the  prior  written  consent  of the other  party,  which  consent  shall not be
unreasonably  withheld,  provided,  however,  that  Claimholder  may  assign its
interest  at any time after  December  31,  2010 to a third  party  without  the
consent of Company if such  third  party  agrees to assume all of  Claimholder's
obligations  under this Agreement,  and provided further that Company may assign
its  interest to an  affiliated  company or a  successor  without the consent of
Claimholder,  provided  that the  assignee  agrees  to assume  all of  Company's
obligations  under this Agreement and has a tangible net worth no less than that
of Company prior to the assignment.

12.  Governing Law. Consent to Jurisdiction.

This Agreement shall be governed by the laws of the State of Arizona,  excluding
any  conflicts  of  laws  principles.  Each  party  consents  to  the  exclusive
jurisdiction and venue of the federal and state courts sitting in Mohave County,
Arizona,  U.S.A. over any dispute,  claim, lawsuit or proceeding arising from or
pertaining  to this  Agreement,  and waives any argument that such courts are an
"inconvenient forum."

13.  Affiliated Companies.

Each party shall take such actions as may be  necessary to cause its  affiliates
to comply with the obligations contemplated herein. "Affiliate" of a party means
any person, partnership, joint venture, corporation, or other form of enterprise
that  directly or  indirectly  controls,  is  controlled  by, or is under common
control with, the party.

14.  Notices.

All notices  required or permitted to be given hereunder shall be in writing and
shall be delivered to the parties by personal delivery,  registered or certified
mail, facsimile  transmission,  or express delivery service at the addresses set
forth below, or to such other address as the parties may later designate by like
notice to each other:

     Company:

ASPA GOLD CORP.
36101 Bob Hope Dr., Suite E5-238
Rancho Mirage, CA 92270 U.S.A.

     McIntyre:

McIntyre & Bauman Group, LLC
9212 Empire Rock Street
Las Vegas, NV 89143 U.S.A.

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    The Other Sellers

As set forth on Exhibit B

All notices  required or permitted to be given hereunder shall be deemed to have
been given on the date of actual receipt.

15.  Dollars.

All dollar ($) amounts used in this Agreement or any Exhibit or Schedule  hereto
are U.S. $ Dollars.

16.  Other Business Opportunities.

This  Agreement  is, and the rights of the parties are  strictly  limited to the
matters set forth  herein.  Subject to the  provisions  of Section 9 relating to
Additional  Property in the Project  Area,  the parties  shall have the free and
unrestricted  right to independently  engage in and receive the full benefits of
any and all business  ventures of any sort whatever,  whether or not competitive
with the matters contemplated  hereby,  without consulting the other or inviting
or allowing the other to participate therein.

17.  Confidentiality.

Except as set forth in Section 20, the parties  hereto  agree to treat all data,
reports,  records  and other  information  developed  under this  Agreement  and
applicable to the Property as confidential,  and unless any party is required by
any law, rule, regulation or order to disclose any of such information, it shall
not be disclosed to any person other than consultants,  contractors or potential
investors or assignees,  without the written  agreement of both  parties,  which
will not unreasonably be withheld.

18.  Memorandum for Recording.

Promptly following  execution and delivery of this Agreement,  the parties shall
execute for  recording  purposes a  Memorandum  of  Conditional  Sale  Contract,
setting forth the basic terms and conditions of this  Agreement as  necessitated
or permitted by Arizona law.  Company shall promptly record this Memorandum with
the La Paz County Recorder.

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<PAGE>
19.  Public Announcements.

Disclosure of information relating to this Agreement or the Property may be made
by either party if such  information is required to be disclosed to any federal,
state,  provincial or local  government or appropriate  agencies and departments
thereof or if such  information  is  required  by law,  stock  exchange  rule or
regulation to be publicly announced.  Otherwise, public announcements or reports
by either party of information  relating to this Agreement or the Property shall
be made only on the basis of agreed texts upon the prior written  consent of the
other  party,  which  consent  shall  not  unreasonably  be  withheld.  Each  of
Claimholder  and  Company  accordingly  agrees  that  it  will,  not  less  than
forty-eight hours in advance of making public any information referred to in the
preceding  sentence,  give the  other  party  written  notice of the text of the
proposed  report and provide the  non-disclosing  party with the  opportunity to
object  to the  form  and  content  thereof  before  the  same  is  issued.  The
non-disclosing  party shall respond within  forty-eight hours of receipt of such
notice, or its silence will constitute a waiver of objection to the terms of the
proposed text.

20.  Waiver; Amendment.

Any of the terms or  conditions  of this  Agreement may be waived at any time by
the party which is entitled to the benefit  thereof,  but such waiver must be in
writing and signed by the party granting the waiver. No such waiver shall affect
or impair the right of the waiving party to require  observance,  performance or
satisfaction  of any  other  term or  condition  thereof.  Any of the  terms  or
provisions of this Agreement may be amended or modified at any time, but only in
a writing signed by each of the parties hereto.

21.  Severability.

In the event that any one or more of the provisions  contained in this Agreement
or in any other  instrument  or agreement  contemplated  hereby  shall,  for any
reason,  be held to be invalid,  illegal or unenforceable  in any respect,  such
invalidity,  illegality or unenforceability shall not affect any other provision
of this Agreement or any such other instrument or agreement.

22.  Attorney's Fees.

In the event of any  controversy,  claim or dispute  between the parties hereto,
arising  out of or  pertaining  to this  Agreement  or the breach  thereof,  the
prevailing  party shall be entitled to recover from the losing party  reasonable
expenses, attorney's fees and costs.

23.  Further Assurances.

At the  request of either  party,  the  parties  shall  execute  and deliver any
further instruments,  agreements, documents or other papers reasonably requested
by either party to effect the purposes of this  Agreement  and the  transactions
contemplated hereby.

                                       13
<PAGE>
24.  Counterparts.

This  Agreement  may  be  executed  in  multiple  counterparts,   and  all  such
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.

25.  No Brokers or Finders.

Each party  represents  and  warrants to the other  party that all  negotiations
relative to this Agreement and the  transactions  contemplated  hereby have been
carried on by it in such manner as not to give rise to any valid  claim  against
either party, or any third party,  for a brokerage  commission,  finder's fee or
other fee or commission  arising by reason of the  transactions  contemplated by
this Agreement.

              [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]

                                       14
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto,  through  their duly  authorized
representative,  have  executed and delivered  this  Agreement as of the day and
year first above written.

ASPA GOLD CORP., formerly known as
RENAISSANCE BIOENERGY, INC.
A Nevada corporation


By: /s/ Ronald Yadin Lowenthal
    -----------------------------------------
Name:  RONALD YADIN LOWENTHAL
Title: PRESIDENT & CEO

McINTYRE & BAUMAN GROUP, LLC
An Arizona limited Liability Company


By:
    -----------------------------------------
Authorized Agent

PLACER PETROLEUM, LLC
An Arizona limited Liability Company


By:
    -----------------------------------------
Authorized Agent

RINGLEY PARK AKTIENGSELLSCAFT


By:
    -----------------------------------------
Authorized Agent

                                       15
<PAGE>
                                    Exhibit A
                                 Oatman Project
                          San Francisco Mining District
                             Mohave County, Arizona

Central Claim Block

Patented Claims:
Mineral rights only: The Lexington,  Boston,  Alice, Happy New Year, Only Chance
and Big Johnnie Lode Mining Claims, in the San Francisco Mining District,  being
shown on Mineral Survey No. 2775, on file in the Bureau of Land  Management,  as
granted  by Patent  recorded  in Book 22 of Deeds,  Page 332,  records of Mohave
County, Arizona.

Mineral  rights only:  The Bunker Hill Lode Mining  Claim,  in the San Francisco
Mining  District,  being shown on Mineral Survey No. 3190, on file in the Bureau
of Land Management, as granted by Patent recorded in Book 25 of Deeds, Page 557,
records of Mohave County, Arizona.

<TABLE>
<CAPTION>

Unpatented Claims:
Name                   AMC #                  Recording Info.                 Date Located        Acreage
----                   -----                  ---------------                 ------------        -------
<S>                    <C>                    <C>                             <C>                 <C>
Big John Lode       *  AMC357922        Bk4480 Pg821 T19N R20W Secs 22,23       3/15/2003            20
BJ#1                ** AMC357923        Bk4480 Pg823 T19N R20W Secs 22,23,24    3/15/2003           156.6
BJ#2                ** AMC357924        Bk4480 Pg826 T19N R20W Sec 26           3/15/2003           157.5
BJ#3                ** AMC357925        Bk4480 Pg829 T19N R20W Sec 26           3/15/2003           160
Big John #4         ** AMC360061        Bk4813 Pg703 T19N R20W Sec 25           12/7/2003           120
Argo Lode           *  AMC360022        Bk4807 Pg100 T19N R20W Sec 24           12/7/2003            20
Big John #5         ** AMC360062        Bk4813 Pg706 T19N R20W Sec 24           12/7/2003           150
Big John #6         ** AMC360063        Bk4813 Pg709 T19N R20W Sec 25           12/7/2003           160

Southern Claim Block

Unpatented Claims:
Armil Lode          * AMC360428         Bk4836 Pg672  T18N R20W Secs 4,9        1/4/2004             20
GQ#1                **AMC357926         Bk4480 Pg832  T18N R20W Secs 9, 10      3/15/2003           140
GQ#2                **AMC360429         Bk4826 Pg672  T18N R20W Secs 4,9        12/25/2003          160
GQ#3                **AMC360430         Bk4826 Pg158  T18N R20W Secs 10,15      12/25/2003          155
GQ#4                **AMC360431         Bk4836 Pg674  T18N R20W Secs 4,5        1/4/2004            160
GQ#5                **AMC361420         Bk4926 Pg309  T18N R20W Sec 4           3/6/2004            155
                                                      T19N R20W Secs 32, 33
GQ#6                **AMC361421         Bk4926 Pg312  T18N R20W Sec 4           3/6/2004            160
                                                      T19N R20W Sec 33
GQ#7                **AMC361422         Bk4926 Pg315  T18N R20W Secs3, 4        3/6/2004            160
                                                      T19N R20W Secs 33, 34
GQ#8                **AMC361423         Bk4926 Pg318  T18N R20W Sec 3           3/6/2004            159.37
                                                      T19N R20W Sec 34
GQ#9                **AMC361424         Bk4926 Pg321  T18N R20W Sec 2           3/6/2004            155
                                                      T19N R20W Sec 35
GQ#10               **AMC361514         Bk4926 Pg 324 T18N R20W Sec 4           3/6/2004            160
</TABLE>

                                       16
<PAGE>
<TABLE>
<CAPTION>
<S>                    <C>                    <C>                             <C>                 <C>
GQ#11               **AMC361515         Bk4926 Pg327  T18N R20W Sec 3,  4       3/6/2004            160
GQ#12               **AMC361516         Bk4926 Pg330  T18N R20W Secs 2,3        3/6/2004            160
GQ#13               **AMC361517         Bk4926 Pg333  T18N R20W Secs 2,3        3/6/2004            160
GQ#14               **AMC361518         Bk4926 Pg336  T18N R20W Secs 3,4        3/6/2004            160
GQ#15               **AMC361076         Bk4926 Pg339  T18N R20W Secs 3,4,9,10   3/6/2004            159
GQ#16               **AMC361077         Bk4926 Pg342  T18N R20W Sec 10          3/6/2004            160
Lazy Boy            * AMC362675         Bk5201 Pg555  T18N R20W Sec 2           9/3/2004             20
                                                      T19N R20W Secs 34, 35
Peerless            * AMC362682         Bk5201 Pg557  T19N R20W Sec34           9/3/2004             20
Paragon             * AMC362681         Bk5201 Pg559  T18N R20W Sec 3           9/3/2004             20
United Oatman       * AMC362683         Bk5201 Pg561  T18N R20W Sec 4           9/3/2004             20
                                                      T19N R20W Sec 33
Oatman Southern     * AMC362680         Bk5201 Pg563  T18N R20W Sec 5           9/3/2004             20
Nellie May 1        * AMC362676         Bk5201 Pg565  T18N R20W Sec 5           9/3/2004             20
Nellie May 14       * AMC362677         Bk5201 Pg567  T18N R20W Sec 4           9/3/2004             20
Nellie May 20       * AMC362678         Bk5201 Pg569  T18N R20W Secs 4, 9       9/3/2004             20
Nellie May 39       * AMC362679         Bk5201 Pg571  T18N R20W Secs 3, 10      9/3/2004             16.3
Arataba #1          * AMC362672         Bk5201 Pg573  T18N R20W Secs 9, 10      9/3/2004             20
Arataba #2          * AMC362673         Bk5201 Pg575  T18N R20W Secs 10, 15     9/3/2004             20
Arataba #3          * AMC362674         Bk5201 Pg577  T18N R20W Secs 10, 15     9/3/2004             20
</TABLE>

----------
*    unpatented lode claim
**   unpatented placer claim

                                       17
<PAGE>
                                   Exhibit B
                                    Sellers

Name and Address                     Number of Shares of Common Stock
----------------                     --------------------------------
McIntyre & Bauman Group, LLC*                 10,000,000
9212 Empire Rock Street
Las Vegas, NV 89143

Placer Petroleum, LLC*                        10,000,000
9212 Empire Rock Street
Las Vegas, NV 89143

Ringley Park Aktiengsellschaft                 8,000,000
Suite # 789
33 Harbour Bay Shopping Plaza
Nassau
New Providence
BAHAMAS

----------
*    Denotes Claimholder

                                       18