EXHIBIT
10.4



As
part of the incentive for signing this Agreement, the Company hereby grantsthe Executive
Team the following warrants (the “Warrants”), with the following primaryterms
and conditions, plus such other terms and conditions as may be included in theWarrant, which shall be mutually acceptable.



a)Each
Warrant shall entitle the owner to purchase one share of common stock of theCompany.
The warrants will contain price protection should shares be used for anacquisition
at a price lower than the conversion price in force. The anti dilution provisionwill not apply to financings done below
the strike price.



b)Executive
Team is hereby granted three Warrant Certificates as follows:



Certificate
#1 for 10,000,000 Warrants with a strike price of $.025 per share must beexercised
within one year of the date Executive Team begins collecting salaries from theCompany,



Certificate
# 2 for 10,000,000 Warrants with a strike price of $.04 per share and a Term of5 years from the vesting date,



Certificate
#3 for 10,000,000 Warrants with a strike price of $.055 per share and a Term of5 years from the vesting date.



Certificate
#1 shall vest immediately upon signing this Agreement. Certificate #2 shall vest.

upon
execution of Certificate #1.



Certificate
#3 shall vest upon execution of Certificate #1.



All
Warrants may vest earlier per the “Early Vesting Criteria” contained herein. Executive Team shall be entitled to divide
each certificate into smaller unit sizes to reflect ownershipinterest consistent
with the Executive team allocation or individual estate planningactivities. Individual
executives shall be permitted to change the names on such Warrants ifhe deems it desirable to do so.



c)All
Warrants shall vest earlier than the time criteria listed in b)above based upon the
following “Early Vesting Criteria”,



i)
All unvested Warrants shall automatically vest when the Company hasrevenue of $12,500,000
total for any two consecutive quarters and the Company records a pre-tax net profit for the two quarters.



ii)
All unvested Warrants shall vest when the Executive “exercises” the Warrant by converting the Warrant from a warrant
to a share of common stock as specified in the warrant document The Company shall cooperatewith
Executive in exercising any Warrants when, Executive gives noticeof intent to exercise.



iii)
A Change of Control











iv)
Termination of employment for any reason other than “for cause” or resignation.



d)	The
Warrants and the underlying shares shall be registered in the first registration statement which the Company files, provided legalcounsel for the Company determines that said Warrants and shares can belegally
included.



e)	Executive
compensation -Executive Team hereby agrees to waive any salary from theCompany for
a period of 6 months from the date of this Agreement.



f)
Board of Directors - Immediately upon execution of this Agreement Messrs Silvey andYoung
shall resign from the Company’s Board of Directors. They shall be replaced by dintColdren
(new Chairman and CEO) and Alan Massara (new Director and President).



|Agreed:                                  |  |         
|---------------------------------------- |  | --------
|                                         |  |         
|/s/
    Mike Pruitt                      |  | Date    
|Mike Pruitt                              |  | 12-14-10
|                                         |  |         
|North American Energy
    Resources, Inc
|                                        
|/s/
    Clint Coldren                    |  | Date    
|Clint Coldren                            |  | 12/14/10
|                                         |  |         
|/s/
    Alan Massara                     |  | Date    
|Alan Massara                             |  | 12/14/10





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