Exhibit 10.1

                            STOCK PURCHASE AGREEMENT

     STOCK PURCHASE AGREEMENT,  dated as of February 11, 2013 and with effect as
at January 31, 2013 (the  "Agreement"),  by and among SUDAM Diamonds Ltd.,  (the
"Company"),  Daniel  Martinez  (the  "Seller") and Americas  Diamond Corp.  (the
"Purchaser") Each of the Company, the Seller, and the Purchaser, are referred to
herein as a "Party" and collectively, as the "Parties".

                                   BACKGROUND

     Seller  intends  to sell and  Purchaser  intends to  purchase  one share of
common stock (the "Seller  Shares") of Company.  The Seller Shares represent all
of the issued and outstanding capital stock of the Company.

     NOW,  THEREFORE,  in consideration of the foregoing and the mutual promises
and covenants  herein  contained,  the Seller and the Purchaser  hereby agree as
follows:

1. Purchase and Sale.

     The Seller shall sell, transfer,  convey and deliver unto the Purchaser the
Seller Shares,  and the Purchaser shall acquire and purchase from the Seller the
Seller Shares.

2. Purchase  Price.  The purchase  price (the  "Purchase  Price") for the Seller
Shares,  is $1.00.  As additional  consideration,  the Purchaser  also agrees to
assume the following obligations:

     (a)  Issue  971,695  shares  of the  Purchaser's  common  stock to  certain
          creditors of SUDAM;

     (b)  Issue  250,000  shares of the  Purchaser's  common  stock (the "KANSAI
          SHARES") to Kansai  Mining  Corporation  ("KANSAI")  immediately  upon
          Closing in  relation to the option and  purchase  of  Compania  Minera
          Adamatine  pursuant  to the Letter  Agreement  dated  January 16, 2013
          between Company and Kansai attached hereto as Exhibit "A" (the "KANSAI
          AGREEMENT").; and

     (c)  assume  all  the   Company's   obligations   pursuant  to  the  Kansai
          Agreement..

3. The Closing.

          (a)  General.  The closing of the  transactions  contemplated  by this
     Agreement (the  "Closing")  shall take place by exchange of documents among
     the Parties by fax or courier,  as appropriate,  following the satisfaction
<PAGE>
     or waiver of all conditions to the obligations of the Parties to consummate
     the transactions contemplated hereby (other than conditions with respect to
     actions the respective  Parties will take at the Closing  itself) not later
     than  February 28, 2013 or such other date as the  Purchaser and the Seller
     may mutually determine (the "Closing Date").

          (b)  Deliveries at the Closing.  At the Closing:  (i) the Seller shall
     deliver  to  the  Purchaser  the  various  certificates,  instruments,  and
     documents  referred to in Section  9(a)  below;  (ii) the  Purchaser  shall
     deliver to Kansai the  various  certificates,  instruments,  and  documents
     referred  to in  Exhibit  A; and  (iii) the  Seller  shall  deliver  to the
     Purchaser a certificate  evidencing the Seller Shares (the  "Certificate"),
     endorsed in blank or accompanied by duly executed assignment  documents and
     including  a  Medallion  Guarantee  or other  form of  signature  guarantee
     acceptable to the Purchaser.

          (c)  Obligations  after  Closing.  Upon Closing,  the  Purchaser  will
     undertake the Company's  financial  obligations  as they relate to payments
     and  expenditures  required  to be made to Kansai  pursuant  to the  Kansai
     Agreement.

     If the Purchaser fails in making any of these  payments,  the common shares
     of Compania Minera Adamantine and equipment acquired pursuant to the Kansai
     Agreement shall automatically revert back to Kansai.

          (d) Effective  date of Purchase.  The  effective  date of the Purchase
     will be January 31, 2013.

4. Representations and Warranties of the Seller.

     The Seller  represents  and warrants to the Purchaser  that the  statements
contained  in this  Section 4, with  respect to such  Seller,  are  correct  and
complete as of the date of this Agreement and will be correct and complete as of
the  Closing  Date (as  though  made then and as though  the  Closing  Date were
substituted for the date of this Agreement throughout this Section 4).

          (a) The Seller has the power and  authority  to  execute,  deliver and
     perform its obligations under this Agreement and to sell, assign,  transfer
     and deliver to the Purchaser the Seller Shares as contemplated  hereby.  No
     permit,  consent,  approval or authorization of, or declaration,  filing or
     registration  with any  governmental or regulatory  authority or consent of
     any third party is required in  connection  with the execution and delivery
     by  Seller  of this  Agreement  and the  consummation  of the  transactions
     contemplated hereby.

          (b) Neither the  execution  and  delivery of this  Agreement,  nor the
     consummation of the transactions contemplated hereby or compliance with the
     terms and  conditions  hereof by the  Seller  will  violate  or result in a
     breach of any term or  provision  of any  agreement  to which any Seller is
     bound or is a party,  or be in conflict with or constitute a default under,

                                       2
<PAGE>
     or cause the  acceleration  of the maturity of any obligation of the Seller
     under any  existing  agreement  or  violate  any order,  writ,  injunction,
     decree,  statute,  rule  or  regulation  applicable  to the  Seller  or any
     properties or assets of the Seller.

          (c) This  Agreement has been duly and validly  executed by the Seller,
     and constitutes the valid and binding obligation of the Seller, enforceable
     against the Seller in accordance with its terms,  except as  enforceability
     may be limited by bankruptcy, insolvency or other laws affecting creditors'
     rights  generally  or by  limitations,  on the  availability  of  equitable
     remedies.

          (d) The Seller shall  indemnify,  defend and hold  harmless  Purchaser
     from and  against  all  liabilities  incurred  by  Purchaser,  directly  or
     indirectly,  including without limitation,  all reasonable  attorney's fees
     and court costs,  arising out of or in connection  with the purchase of the
     Seller's respective Seller Shares set forth in this Agreement, except where
     fraud,  intent to defraud  or  default  of  payment  evolves on the part of
     Purchaser.

          (e) The  Seller  owns the Seller  Shares  free and clear of all liens,
     charges,  security  interests,  encumbrances,  claims of  others,  options,
     warrants, purchase rights, contracts, commitments, equities or other claims
     or demands of any kind  (collectively,  "Liens"),  and upon delivery of the
     Seller Shares to the Purchaser,  the Purchaser will acquire good, valid and
     marketable  title thereto free and clear of all Liens.  The Seller is not a
     party  to any  option,  warrant,  purchase  right,  or  other  contract  or
     commitment  that could require the Seller to sell,  transfer,  or otherwise
     dispose of any capital  stock of the Company  (other than  pursuant to this
     Agreement).  The Seller is not a party to any voting trust, proxy, or other
     agreement or understanding  with respect to the voting of any capital stock
     of the Company.

5.  Representations  and  Warranties  Concerning  the  Purchaser.  The Purchaser
represents  and  warrants  to the Seller  and the  Company  that the  statements
contained  in this  Section 5 are  correct  and  complete as of the date of this
Agreement  and will be correct and  complete  as of the Closing  Date (as though
made then and as though the Closing Date were  substituted  for the date of this
Agreement throughout this Section 5).

          (a) SEC Reports.  The  Purchaser  has filed all reports,  registration
     statements,  definitive  proxy  statements  and  other  documents  and  all
     amendments thereto and supplements  thereof required to be filed by it with
     the U.S.  Securities and Exchange  Commission (the "SEC  Reports"),  all of
     which  have  complied  in  all  material   respects  with  the   applicable
     requirements  of the  Securities  Act,  the  Exchange Act and the rules and
     regulations promulgated thereunder. As of the respective dates of filing in
     final or  definitive  form (or, if amended or  superseded  by a  subsequent
     filing,  then  on  the  date  of  such  subsequent  filing),  none  of  the
     Purchaser's SEC Reports  contained any untrue  statement of a material fact
     or  omitted  to state a  material  fact  required  to be stated  therein or

                                       3
<PAGE>
     necessary  in  order  to make  the  statements  therein,  in  light  of the
     circumstances in which they were made, not misleading.

          (b)  Organization  of Purchaser.  The Purchaser is a corporation  duly
     organized,  validly  existing,  and in good standing  under the laws of the
     State of Nevada.  The Purchaser is duly authorized to conduct  business and
     is in good  standing  under  the laws in every  jurisdiction  in which  the
     ownership or use of property or the nature of the business  conducted by it
     makes  such  qualification  necessary  except  where the  failure  to be so
     qualified or in good  standing  would not have a Material  Adverse  Effect.
     "Material  Adverse  Effect"  means  any  material  adverse  effect  on  the
     business,  operations,  assets,  financial  condition  or  prospects of the
     Purchaser  or  its  Subsidiaries,  if  any,  taken  as a  whole  or on  the
     transactions  contemplated hereby or by the agreements or instruments to be
     entered into in connection herewith. The Purchaser has full corporate power
     and authority and all licenses,  permits,  and authorizations  necessary to
     carry on its  business.  Except for the  Subsidiary,  the  Purchaser has no
     subsidiaries  and does not control any entity,  directly or indirectly,  or
     have any direct or indirect equity participation in any other entity.

          (c) Capitalization; No Restrictive Agreements.

     (i)  The  Purchaser's  authorized  capital  stock,  as of the  date of this
Agreement,  consists of 375,000,000 shares of Common Stock, $0.001 par value per
share, of which 30,000,000 shares are issued and outstanding.

     (ii) The  Purchaser  has not  reserved  any shares of its Common  Stock for
issuance upon the exercise of options, warrants or any other securities that are
exercisable or exchangeable  for, or convertible  into, Common Stock. All of the
issued and outstanding shares of Common Stock are validly issued, fully paid and
non-assessable  and  have  been  issued  in  compliance  with  applicable  laws,
including,  without  limitation,  applicable  federal and state securities laws.
There  are no  outstanding  options,  warrants  or other  rights  of any kind to
acquire any  additional  shares of capital  stock of the Purchaser or securities
exercisable  or  exchangeable  for, or  convertible  into,  capital stock of the
Purchaser,  nor is the  Purchaser  committed to issue any such option,  warrant,
right or security.  There are no agreements relating to the voting,  purchase or
sale of  capital  stock  (i)  between  or  among  the  Purchaser  and any of its
stockholders,  (ii)  between or among the Seller and any third  party,  or (iii)
between or among any of the  Purchaser's  stockholders.  The  Purchaser is not a
party to any agreement  granting any  stockholder  of the Purchaser the right to
cause the  Purchaser to register  shares of the capital  stock of the  Purchaser
held by such stockholder under the Securities Act.

          (d) Financial  Statements.  The Seller has provided the Purchaser with
     audited   balance  sheets  and   statements  of   operations,   changes  in
     stockholders'  deficit and cash flows for the years ended  January 31, 2012
     and 2011 and unaudited  statements for October 31, 2012 (collectively,  the
     "Financial  Statements").  The Financial  Statements  have been prepared in
     accordance  with United States  generally  accepted  accounting  principles

                                       4
<PAGE>
     applied on a consistent  basis,  fairly  present the  financial  condition,
     results of operations  and cash flows of the Purchaser as of the respective
     dates  thereof and for the periods  referred to therein and are  consistent
     with the books and records of the  Purchaser.  The Purchaser  does not have
     any liability  (whether known or unknown,  whether  asserted or unasserted,
     whether  absolute or  contingent,  whether  accrued or  unaccrued,  whether
     liquidated or  unliquidated,  and whether due or to become due),  including
     any liability for taxes, except for liabilities  expressly specified in the
     Financial  Statements  (none of which results from,  arises out of, relates
     to, is in the nature of, or was caused by any breach of contract, breach of
     warranty, tort, infringement, or violation of law).

          (e) Absence of Certain Changes.  Since October 31, 2012, there has not
     been any event or condition of any character which has materially adversely
     affected,   or  may  be  expected  to  materially   adversely  affect,  the
     Purchaser's  business  or  prospects,  including,  but not  limited  to any
     material adverse change in the condition,  assets, Liabilities (existing or
     contingent)  or business of the Purchaser  from that shown in the Financial
     Statements.

          (f) Legal Proceedings.  As of the date of this Agreement,  there is no
     legal, administrative,  investigatory,  regulatory or similar action, suit,
     claim or proceeding  which is pending or  threatened  against the Purchaser
     which, if determined adversely to the Purchaser,  could have,  individually
     or in the aggregate, a Material Adverse Effect.

          (g) Legal  Compliance.  The  Purchaser  has  complied in all  material
     respects with all applicable laws  (including  rules,  regulations,  codes,
     plans,  injunctions,  judgments,  orders,  decrees,  rulings,  and  charges
     thereunder)  of all  applicable  governmental  authorities,  and no action,
     suit, proceeding, hearing, investigation, charge, complaint, claim, demand,
     or notice has been filed or commenced  against the  Purchaser  alleging any
     failure so to comply.  Neither the  Purchaser,  nor any officer,  director,
     employee,  consultant  or agent of the  Purchaser  has  made,  directly  or
     indirectly,  any  payment or promise to pay,  or gift or promise to give or
     authorized  such a  promise  or gift,  of any money or  anything  of value,
     directly or indirectly, to any governmental official,  customer or supplier
     for the  purpose  of  influencing  any  official  act or  decision  of such
     official,  customer or supplier or inducing  him, her or it to use his, her
     or  its   influence  to  affect  any  act  or  decision  of  an  applicable
     governmental authority or customer, under circumstances which could subject
     the Purchaser or any officers,  directors,  employees or consultants of the
     Purchaser to administrative or criminal penalties or sanctions.

          (h) Disclosure.  No representation or warranty by the Seller contained
     in this Agreement, and no statement contained in any document,  certificate
     or other  instrument  delivered  or to be  delivered by or on behalf of the
     Seller  pursuant to this  Agreement,  contains  or will  contain any untrue
     statement  of a  material  fact or omit or will omit to state any  material
     fact necessary, in light of the circumstances under which it was or will be
     made, in order to make the statements herein or therein not misleading.

                                       5
<PAGE>
6.  Representations  and  Warranties of the Company.  The Company and the Seller
jointly and severally represent and warrant to the Purchaser that the statements
contained  in this  Section 6 are  correct  and  complete as of the date of this
Agreement  and will be correct and  complete  as of the Closing  Date (as though
made then and as though the Closing Date were  substituted  for the date of this
Agreement throughout this Section 6).

          (a)  Organization  of  Company.  The  Company  is a  corporation  duly
     organized,  validly  existing,  and in good standing  under the laws of the
     United Kingdom.  The Company is duly authorized to conduct  business and is
     in good  standing  under  the  laws in  every  jurisdiction  in  which  the
     ownership or use of property or the nature of the business  conducted by it
     makes  such  qualification  necessary  except  where the  failure  to be so
     qualified or in good  standing  would not have a Material  Adverse  Effect.
     "Material  Adverse  Effect"  means  any  material  adverse  effect  on  the
     business,  operations,  assets,  financial  condition  or  prospects of the
     Company  or  its  Subsidiaries,  if  any,  taken  as  a  whole  or  on  the
     transactions  contemplated hereby or by the agreements or instruments to be
     entered into in connection  herewith.  The Company has full corporate power
     and authority and all licenses,  permits,  and authorizations  necessary to
     carry on its  business.  Except  for the  Subsidiary,  the  Company  has no
     subsidiaries  and does not control any entity,  directly or indirectly,  or
     have any direct or indirect equity participation in any other entity.

          (b) Capitalization; No Restrictive Agreements.

     (i)  The  Company's  authorized  capital  stock,  as of the  date  of  this
Agreement,  consists of one share of Common Stock, $1.00 par value per share, of
which one share is issued and outstanding.

     (ii) The  Company  has not  reserved  any  shares of its  Common  Stock for
issuance upon the exercise of options, warrants or any other securities that are
exercisable or exchangeable  for, or convertible  into, Common Stock. All of the
issued and outstanding shares of Common Stock are validly issued, fully paid and
non-assessable  and  have  been  issued  in  compliance  with  applicable  laws,
including,  without  limitation,  applicable  federal and state securities laws.
There  are no  outstanding  options,  warrants  or other  rights  of any kind to
acquire any  additional  shares of capital  stock of the  Company or  securities
exercisable  or  exchangeable  for, or  convertible  into,  capital stock of the
Company, nor is the Company committed to issue any such option,  warrant,  right
or security. There are no agreements relating to the voting, purchase or sale of
capital stock (i) between or among the Company and any of its stockholders, (ii)
between or among the Seller and any third party,  or (iii)  between or among any
of the  Company's  stockholders.  The  Company  is not a party to any  agreement
granting  any  stockholder  of the  Company  the right to cause the  Company  to
register  shares of the capital  stock of the Company  held by such  stockholder
under the Securities Act.

          (c) Financial Statements.  The Seller and the Company will provide the
     Purchaser with audited balance sheets and statements of operations, changes

                                       6
<PAGE>
     in  stockholders'  deficit and cash flows for the period ended  January 31,
     2013  (collectively,  the  "Company  Financial  Statements").  The  Company
     Financial  Statements  have been prepared in accordance  with United States
     generally  accepted  accounting  principles  applied on a consistent basis,
     fairly  present the financial  condition,  results of  operations  and cash
     flows of the Company as of the respective dates thereof and for the periods
     referred  to therein and are  consistent  with the books and records of the
     Company. The Company does not have any liability (whether known or unknown,
     whether  asserted or unasserted,  whether  absolute or contingent,  whether
     accrued or unaccrued,  whether liquidated or unliquidated,  and whether due
     or  to  become  due),   including  any  liability  for  taxes,  except  for
     liabilities  expressly specified in the Financial Statements (none of which
     results from, arises out of, relates to, is in the nature of, or was caused
     by any breach of  contract,  breach of  warranty,  tort,  infringement,  or
     violation of law).

          (d) Absence of Certain Changes.  Since January 31, 2013, there has not
     been any event or condition of any character which has materially adversely
     affected,  or may be expected to materially adversely affect, the Company's
     business or prospects,  including,  but not limited to any material adverse
     change in the condition,  assets,  Liabilities  (existing or contingent) or
     business  of  the  Company  from  that  shown  in  the  Company   Financial
     Statements.

          (e) Legal Proceedings.  As of the date of this Agreement,  there is no
     legal, administrative,  investigatory,  regulatory or similar action, suit,
     claim or  proceeding  which is pending or  threatened  against  the Company
     which, if determined adversely to the Company, could have,  individually or
     in the aggregate, a Material Adverse Effect.

          (f)  Legal  Compliance.  The  Company  has  complied  in all  material
     respects with all applicable laws  (including  rules,  regulations,  codes,
     plans,  injunctions,  judgments,  orders,  decrees,  rulings,  and  charges
     thereunder)  of all  applicable  governmental  authorities,  and no action,
     suit, proceeding, hearing, investigation, charge, complaint, claim, demand,
     or notice has been filed or  commenced  against  the Company  alleging  any
     failure so to comply.  Neither  the  Company,  nor any  officer,  director,
     employee,  consultant  or  agent  of the  Company  has  made,  directly  or
     indirectly,  any  payment or promise to pay,  or gift or promise to give or
     authorized  such a  promise  or gift,  of any money or  anything  of value,
     directly or indirectly, to any governmental official,  customer or supplier
     for the  purpose  of  influencing  any  official  act or  decision  of such
     official,  customer or supplier or inducing  him, her or it to use his, her
     or  its   influence  to  affect  any  act  or  decision  of  an  applicable
     governmental authority or customer, under circumstances which could subject
     the Company or any officers,  directors,  employees or  consultants  of the
     Company to administrative or criminal penalties or sanctions.

          (g) Liabilities of the Company. The Company's liabilities will be paid
     off at or prior to the Closing and will in no event become the liability of
     the  Purchaser  or remain the  liabilities  of the  Company  following  the
     Closing.

                                       7
<PAGE>
          (h) Disclosure.  No representation or warranty by the Seller contained
     in this Agreement, and no statement contained in any document,  certificate
     or other  instrument  delivered  or to be  delivered by or on behalf of the
     Seller  pursuant to this  Agreement,  contains  or will  contain any untrue
     statement  of a  material  fact or omit or will omit to state any  material
     fact necessary, in light of the circumstances under which it was or will be
     made, in order to make the statements herein or therein not misleading.

7. Brokers and Finders.

     There are no finders and no parties shall be responsible for the payment of
any  finders'  fees other than as  specifically  set forth  herein.  Neither the
Seller,  nor any of its  directors,  officers  or agents on their  behalf,  have
incurred any obligation or liability,  contingent or otherwise, for brokerage or
finders' fees or agents'  commissions  or financial  advisory  services or other
similar payment in connection with this Agreement.

8. Pre-Closing Covenants.

     The  Parties  agree as  follows  with  respect to the  period  between  the
execution of this Agreement and the Closing.

          (a)  General.  Each of the Parties will use his or its best efforts to
     take all action and to do all things  necessary,  proper,  or  advisable in
     order to consummate and make  effective the  transactions  contemplated  by
     this  Agreement  (including  satisfaction,  but not waiver,  of the closing
     conditions set forth in Section 11 below).

          (b) Notices and  Consents.  Each of the Parties  will give any notices
     to,  make  any  filings  with,  and use its  best  efforts  to  obtain  any
     authorizations,   consents,  and  approvals  of  governmental   authorities
     necessary in order to consummate the transactions contemplated hereby.

9.  Post-Closing  Covenants.  The  Parties  agree  that if at any time after the
Closing any further  action is  necessary or desirable to carry out the purposes
of this Agreement,  each of the Parties will take such further action (including
the execution  and delivery of such further  instruments  and  documents) as any
other  Party may  reasonably  request,  all at the sole cost and  expense of the
requesting Party.

10. Conditions to Obligation to Close.

     (a) Conditions to Obligation of the Purchaser.

     The  obligation  of the  Purchaser to  consummate  the  transactions  to be
performed  by the  Purchaser  in  connection  with the  Closing  are  subject to
satisfaction of the following conditions:

                                       8
<PAGE>
     (i) the  representations and warranties set forth in Sections 6 and 7 above
shall be true and  correct in all  material  respects  at and as of the  Closing
Date;

     (ii) The Seller or the Company  shall have  provided the  Purchaser  with a
copy of the Company Financial Statements;

     (iii)  the  Seller  shall  have  performed  and  complied  with  all of his
covenants hereunder in all material respects through the Closing; and

     (iv) no action,  suit, or proceeding shall be pending or threatened  before
any court or  quasi-judicial  or  administrative  agency of any federal,  state,
local, or foreign  jurisdiction or before any arbitrator  wherein an unfavorable
injunction,  judgment,  order,  decree,  ruling,  or charge  would  (A)  prevent
consummation  of any of the  transactions  contemplated by this Agreement or (B)
cause any of the  transactions  contemplated  by this  Agreement to be rescinded
following consummation (and no such injunction, judgment, order, decree, ruling,
or charge shall be in effect);

       The Purchaser may waive any condition  specified in this Section 11(a) at
or prior to the Closing in writing executed by the Purchaser.

     (b) Conditions to Obligation of the Seller.

     The  obligations  of  the  Seller  to  consummate  the  transactions  to be
performed by her in connection  with the Closing are subject to  satisfaction of
the following conditions:

     (i) the  representations  and warranties set forth in Section 5 above shall
be true and correct in all material respects at and as of the Closing Date;

     (ii) the  Purchaser  shall  have  performed  and  complied  with all of its
covenants hereunder in all material respects through the Closing;

     (iii) no action,  suit, or proceeding shall be pending or threatened before
any court or  quasi-judicial  or  administrative  agency of any federal,  state,
local, or foreign  jurisdiction or before any arbitrator  wherein an unfavorable
injunction,  judgment,  order,  decree,  ruling,  or charge  would  (A)  prevent
consummation  of any of the  transactions  contemplated by this Agreement or (B)
cause any of the  transactions  contemplated  by this  Agreement to be rescinded
following consummation (and no such injunction, judgment, order, decree, ruling,
or charge shall be in effect); and

     (iv)  all  actions  to  be  taken  by  the  Purchaser  in  connection  with
consummation  of the  transactions  contemplated  hereby  and all  certificates,
instruments,   and  other   documents   required  to  effect  the   transactions
contemplated hereby will be satisfactory in form and substance to the Seller.

                                       9
<PAGE>
     The Seller may waive any  condition  specified in this Section  11(b) at or
prior to the Closing in writing executed by the Seller.

11. Miscellaneous.

          (a) Facsimile Execution and Delivery. Facsimile execution and delivery
     of this  Agreement is legal,  valid and binding  execution and delivery for
     all purposes.

          (b) No Third-Party Beneficiaries.  This Agreement shall not confer any
     rights  or  remedies  upon any  person  other  than the  Parties  and their
     respective successors and permitted assigns.

          (c) Entire Agreement. This Agreement (including the documents referred
     to  herein)   constitutes  the  entire  agreement  among  the  Parties  and
     supersedes any prior understandings,  agreements,  or representations by or
     among the Parties,  written or oral,  to the extent they related in any way
     to the subject matter hereof.

          (d) Succession and  Assignment.  This Agreement  shall be binding upon
     and inure to the benefit of the Parties  named herein and their  respective
     successors and permitted assigns. No Party may assign either this Agreement
     or any of his or its rights,  interests,  or obligations  hereunder without
     the prior  written  approval of the  Purchaser  and the  Seller;  provided,
     however,  that the  Purchaser  may (i)  assign any or all of its rights and
     interests  hereunder to one or more of its  Affiliates,  and (ii) designate
     one or more of its affiliates to perform its obligations hereunder,  but no
     such assignment shall operate to release  Purchaser or a successor from any
     obligation  hereunder  unless and only to the extent that Seller  agrees in
     writing.

          (e)  Counterparts.  This  Agreement  may be  executed  in one or  more
     counterparts,  each of which shall be deemed an  original  but all of which
     together will constitute one and the same instrument.

          (f) Headings.  The Section  headings  contained in this  Agreement are
     inserted for  convenience  only and shall not affect in any way the meaning
     or interpretation of this Agreement.

          (g) Notices. All notices and other  communications  hereunder shall be
     in  writing  and  shall be  deemed  given  if  delivered  personally  or by
     commercial  delivery  service,  or mailed by registered  or certified  mail
     (return  receipt  requested) or sent via facsimile  (with  confirmation  of
     receipt) to the parties.

          (h) Governing Law. This  Agreement  shall be governed by and construed
     in accordance  with the domestic laws of the State of Nevada without giving
     effect to any choice or conflict of law  provision or rule  (whether of the

                                       10
<PAGE>
     State of Nevada or any other jurisdiction) that would cause the application
     of the laws of any jurisdiction other than the State of Nevada.

          (i)  Amendments  and Waivers.  No  amendment of any  provision of this
     Agreement  shall be valid unless the same shall be in writing and signed by
     the Purchaser and the Seller or their respective representatives. No waiver
     by any Party of any  default,  misrepresentation,  or breach of warranty or
     covenant  hereunder,  whether intentional or not, shall be deemed to extend
     to any  prior  or  subsequent  default,  misrepresentation,  or  breach  of
     warranty or covenant  hereunder or affect in any way any rights  arising by
     virtue of any prior or subsequent such occurrence.

          (j)  Severability.  Any term or  provision of this  Agreement  that is
     invalid or  unenforceable  in any situation in any  jurisdiction  shall not
     affect the validity or enforceability of the remaining terms and provisions
     hereof or the validity or enforceability of the offending term or provision
     in any other situation or in any other jurisdiction.

          (k)  Expenses.  Each of the Parties will bear his or its own costs and
     expenses  (including  legal fees and expenses)  incurred in connection with
     this Agreement and the transactions contemplated hereby.

          (l)  Construction.  The  Parties  have  participated  jointly  in  the
     negotiation  and drafting of this  Agreement.  In the event an ambiguity or
     question  of intent  or  interpretation  arises,  this  Agreement  shall be
     construed as if drafted jointly by the Parties and no presumption or burden
     of proof shall arise  favoring  or  disfavoring  any Party by virtue of the
     authorship of any of the provisions of this Agreement. Any reference to any
     federal, state or local statute or law shall be deemed also to refer to all
     rules and regulations promulgated  thereunder,  unless the context requires
     otherwise.  The word "including" shall mean including  without  limitation.
     The  Parties  intend  that  each  representation,  warranty,  and  covenant
     contained  herein  shall have  independent  significance.  If any Party has
     breached any representation,  warranty, or covenant contained herein in any
     respect, the fact that there exists another  representation,  warranty,  or
     covenant  relating to the same subject  matter  (regardless of the relative
     levels of  specificity)  which the Party has not breached shall not detract
     from or  mitigate  the  fact  that  the  Party is in  breach  of the  first
     representation,  warranty, or covenant. Nothing in the disclosure Schedules
     attached  hereto  shall be deemed  adequate to disclose an  exception  to a
     representation  or warranty  made herein,  however,  unless the  disclosure
     Schedules  identifies  the exception with  particularity  and describes the
     relevant facts in detail. Without limiting the generality of the foregoing,
     the mere  listing (or  inclusion  of a copy) of a document or other item in
     the disclosure  Schedules or supplied in connection with the Purchaser' due
     diligence review,  shall not be deemed adequate to disclose an exception to
     a  representation  or warranty made herein  (unless the  representation  or
     warranty  has to do with  the  existence  of the  document  or  other  item
     itself).

                                       11
<PAGE>
          (m) Specific Performance.  Each of the Parties acknowledges and agrees
     that the other Party would be damaged  irreparably  in the event any of the
     provisions of this  Agreement  are not  performed in accordance  with their
     specific terms or otherwise are breached.  Accordingly, each of the Parties
     agrees  that  the  other  Party  shall  be  entitled  to an  injunction  or
     injunctions to prevent  breaches of the provisions of this Agreement and to
     enforce  specifically this Agreement and the terms and provisions hereof in
     any  action  instituted  in any  court of the  United  States  or any state
     thereof having jurisdiction over the Parties and the matter (subject to the
     provisions  set forth in Section  11(o)  below),  in  addition to any other
     remedy to which they may be entitled, at law or in equity.

          (n)  Submission to  Jurisdiction.  Each of the Parties  submits to the
     jurisdiction  of any state or federal  court  sitting in  Delaware,  in any
     action or  proceeding  arising  out of or relating  to this  Agreement  and
     agrees that all claims in respect of the action or proceeding  may be heard
     and determined in any such court. Each of the Parties waives any defense of
     inconvenient  forum to the  maintenance  of any  action  or  proceeding  so
     brought  and  waives  any bond,  surety,  or other  security  that might be
     required  of any  other  Party  with  respect  thereto.  Any Party may make
     service on any other Party by sending or  delivering  a copy of the process
     to the Party to be served at the address and in the manner provided for the
     giving of notices in Section  11(g) above.  Nothing in this Section  11(n),
     however,  shall  affect  the  right of any  Party to bring  any  action  or
     proceeding  arising out of or relating to this Agreement in any other court
     or to serve  legal  process  in any  other  manner  permitted  by law or at
     equity. Each Party agrees that a final judgment in any action or proceeding
     so brought shall be conclusive  and may be enforced by suit on the judgment
     or in any other manner provided by law or at equity.



                            [signature pages follow]



                                       12
<PAGE>
     IN WITNESS WHEREOF,  the Seller, the Company, and the Purchaser have caused
this Stock Purchase  Agreement to be executed and delivered by their  respective
officers thereunto duly authorized, all as of the date first written above.

SUDAM DIAMONDS LTD.


/s/Daniel Martinez
---------------------------------------
Per: Daniel Martinez, President

DANIEL MARTINEZ


/s/Daniel Martinez
---------------------------------------

AMERICAS DIAMOND CORP.

/s/Daniel Martinez
---------------------------------------
Per: Daniel Martinez, President

                                       13
<PAGE>
                                    EXHIBIT A

[KANSAI MINING CORPORATION LOGO]



January 16, 2013

To: SUDAM Diamonds Ltd, Attn: Daniel Martinez

Dear Mr. Martinez,

On March 16, 2012 Kansai and SUDAM Diamonds Ltd.,  entered into an agreement for
the acquisition of Kansai's  significant  assets in Venezuela  consisting of two
parts: 1) a 3-stage  treatment  plant,  50-70tph  scrubber,  10tph DMS plant and
X-Ray final recovery  section from Bateman's in South Africa,  which is the only
diamond  recovery  plant of its type in all of Venezuela and 2) 100% interest in
Compania  Minera  Adamantine CA ("CMA"),  a Venezuelan  company which  presently
holds two diamond concessions:  Natal I and Natal II. This agreement shall amend
and  replace  the  terms  of  the  March  16,  2012   agreement  and  all  prior
communication either verbal or in writing in connection with such acquisition.

Kansai  agrees to sell and SUDAM  agrees to purchase  both of these assets under
the following terms:

1) SALE OF PLANT AND EQUIPMENT

Total cash  payments of US $1,735,000 to be paid over 24 months as follows

     a)   an initial cash payment of US $100,000 to be paid by March 23, 2012 ;
     b)   monthly payments of US$50,000 a month, plus 6% accrued  interest,  for
          the initial eleven (11) months following the US$100,000  payment (four
          payments made as of the date of this amended agreement);
     c)   monthly payments of US$90,000 a month, plus 6% accrued  interest,  for
          the following eleven (11) months; and
     d)   a final payment in month 24 for all remaining amounts due

Payments are due on the first day of each month commencing on March 1, 2012. A 5
day grace  period will be provided and default  interest  will be accrued at 18%
per annum. The assets  contemplated by this section (a 3-stage  treatment plant,
50-70tph  scrubber,  10tph  DMS  plant and X-Ray  final  recovery  section  from

                                       14
<PAGE>
Bateman's in South Africa) shall be  considered  the property of SUDAM  Diamonds
Ltd.,  upon the execution of this  agreement and any  outstanding  amounts to be
paid  under this LOI shall be  considered  a debt to  Kansai.  Kansai  retains a
security  interest  in the  plant  and  equipment.  Ownership  of the  plant and
equipment  will revert back to Kansai if any payment is not  received  within 30
days after notice of a default.

SUDAM has made payments to Kansai as listed in Appendix A.

2) OPTION AND SALE OF CMA

For the option of CMA,  Kansai will receive  250,000 shares of Americas  Diamond
Corp. ("ADC"), valued at $1.00 per share. under the following terms:

For the acquisition of CMA, Kansai will receive the following:

     (a)  a minimum of $13,000,000  payable in common shares of Americas Diamond
          Corp. ("ADC"), initially valued at $1.00 per share under the following
          terms:
          (i)  50% when production permits are issued; and
          (ii) the remaining 50% when commercial production is reached.
     (b)  10% net profits interest in Natal I and Natal II
     (c)  the funding commitments in Section 4
     (d)  payment of 100% of all costs  relating to CMA,  the mining  leases and
          the plant & equipment from March 16, 2012.

The ADC  optioned  shares  for 2a will be held in  escrow  by  ADC's  Securities
Counsel until requirements (a) and (b) above is reached.  When issued the shares
of ADC will be valued at the lower of: (i) an assumed share price of US$1.00, or
(ii) the 5 day VWAP (volume weighted average price) when the milestones (receipt
of production permits and commercial  production) are achieved. ADC is to ensure
there is sufficient  authorized  share capital to cover a potential future share
issuance, due to the price being lower than US$1.00. ADC shall issue a number of
shares to Kansai which is sufficient to meet the value of US$13,000,000 based on
the share valuation method outlined above.

SUDAM  is to pay for  100%  of all  costs  relating  to  CMA,  it's  operations,
personnel,  the mining leases and the plant & equipment from March 16, 2012. ADC
will pay these costs after its purchase of SUDAM. Kansai shall also retain a 10%
net profits  interest on Natal I and Natal II as identified in item c. 5% may be
purchased  by ADC for  US$3,000,000  provided  the  purchase of CMA and this net
profits interest is completed within 2 years of commercial production.

Kansai  may pay the ADC  shares to its  creditors  and/or  liquidate  Kansai and
distribute the ADC shares to its  shareholders.  No Kansai creditor will receive
more than 9.9% of ADC's outstanding  shares and will receive free trading shares

                                       15
<PAGE>
provided  that the SEC holding  period has been met. ADC will agree to cooperate
in those efforts.

All purchase terms must be completed by March 16, 2015.

3) PLANT REVENUE

After the option and purchase  Kansai will receive 20% of the net proceeds  from
sale of any diamonds from the Natal properties  prior to commercial  production.
This will be applied  towards  the sale of the plant and  equipment  purchase to
accelerate  the timeframe  for payment.  This payment is in addition to required
monthly payments, and will be credited towards the US$1,735,000 cash payment. As
such, they will reduce the amount and term remaining accordingly.

4) FUNDING COMMITMENTS AND CASH EXPENDITURES

SUDAM will fund the  following  amounts.  At the closing of the  reverse  merger
transaction, ADC will take over the following obligations

Cash  expenditures  of the  following  amounts to be paid to Kansai in the first
twelve months:

     a.   Month one-US$45,000 less the advance of US $2,368.91 of March 16, 2012
          (pound)1,500 at a spot exchange rate of 1.57927)(paid)
     b.   Month two-US$30,000
     c.   Month three-$25,000
     d.   Months four thru nine-US$60,000 Months ten thru twelve-US$50,000

As of the date of this  agreement  payment  for month 6 of US $60,000 is due and
will be paid to Kansai by January 23, 2013.

SUDAM has made the cash expenditures as shown on Appendix A
Expenditures  of an additional  US$230,000 for capital costs and spare equipment
will be paid to Kansai by March 16, 2013.

Expenditures  in 2014 onwards will be a minimum of  US$750,000  per year for the
term of the option to further the  objective  of obtaining  production  from the
property.

5) FUNDING BY THE FONDEN FUND OR OTHER AGENCIES

     CMA as a  designated  "Company of interest  to the  Bolivarian  Republic of
     Venezuela"  has been  negotiating  with  officials  of the  FONDEN  FUND in
     Venezuela  for funding.  This fund is in gift of the President of Venezuela
     and comprises  grants and loans (the latter  repayable  over variable terms
     and rates (typical  6-10%)).  The amounts under  discussion were a loan for

                                       16
<PAGE>
     US$11  million  for plant and  equipment  and a grant of US$5  million  not
     repayable but useable in Venezuela.  If this is  successful,  CMA stands to
     benefit  materially from these efforts and may also benefit from additional
     opportunities to partner Governmental Agencies in other diamond projects in
     the  country.  Should the grant occur then  Kansai will  receive 25% of the
     grant proceeds,  and if the other diamond projects occur, then Kansai would
     receive an additional 10% ORRI and additional  consulting  fees of US$5,000
     per month, for the duration of any subsequent  projects outside the Natal I
     and II project.  Should the  equipment  loan occur then Kansai will receive
     10% of the loan proceeds to be paid when the equipment is purchased.

6) OTHER AGREEMENTS

Both  parties  to agree  to  prepare  and  sign  such  additional  documents  or
agreements,  which reflect the intent of this agreement.  This will include, but
not be limited to, the following:

     A)   A commitment  from ADC to  re-domicile  to either the UK or Canada ADC
          will execute, within 28 days of closing of a transaction with SUDAM, a
          funding  facility  for a  minimum  of  US$2,500,000  Dollars,  for the
          express purpose of developing CMA and its projects and assets.
     B)   Sudam to be purchased by ADC within 10 days of this  agreement and all
          payments  due to Kansai  and  funding  for CMA to be  brought  current
          within 10 days of this agreement
     C)   This agreement is subject to the laws of the State of Nevada.

If acceptable please sign and return a copy of this letter.

Sincerely,


/s/ Bruce T. Walsham
------------------------------------------------
Bruce T. Walsham
President

Accepted and Approved


/s/ Daniel Martinez
------------------------------------------------
Daniel Martinez, on Behalf of SUDAM Diamonds Ltd

                                       17
<PAGE>
                                   Appendix A

Payments made by SUDAM

<TABLE>
<CAPTION>
                                Kansai
                 Kansai        Plant and
               Plant and       Equipment
               Equipment       Interest                                             other            total
               Principle       (note 1)        CMA (Note 2)        total         CMA (Note 3)         CMA
             ------------    ------------      ------------     ------------     ------------     ------------
<S>         <C>             <C>               <C>              <C>              <C>              <C>
23-Apr-12    $ 150,000.00    $   5,753.20      $  42,631.09     $ 198,384.29     $   2,368.91     $  45,000.00
20-Aug-12    $       0.00    $       0.00      $  30,000.00     $  30,000.00     $       0.00     $  30,000.00
12-Sep-12    $  50,000.00    $   7,569.86      $       0.00     $  57,569.86     $       0.00     $       0.00
10-Oct-12    $  50,000.00    $   7,569.86      $  25,000.00     $  82,569.86     $       0.00     $  25,000.00
3-Dec-12     $  50,000.00    $   7,323.29      $  60,000.00     $ 117,323.29     $       0.00     $  60,000.00
9-Jan-13     $  50,000.00    $   7,076.71      $  60,000.00     $ 117,076.71     $       0.00     $  60,000.00

Note 1-Additional  interest is owed to Kansai
Note 2-payments made to Kansai as operator of CMA
Note 3-payment made as directed by Kansai as operator of CMA

total        $ 350,000.00    $  35,292.92      $ 217,631.09     $ 602,924.01     $   2,368.91     $ 220,000.00
</TABLE>

                                       18
<PAGE>
                                   APPENDIX B

Capital restructure of ADC

ADC currently has 375,000,000 authorized common shares
30,000,000 shares are currently issued and outstanding.
15,000,000 shares are the free float
15,000,000 restricted shares are held by insiders (to be cancelled as per below)

The insiders of the ADC will cancel 13,000,000 shares.

Kansai will be issued an additional 250,000  non-escrowed shares of ADC's common
stock upon the closing of the acquisition of SUDAM Diamonds Ltd by ADC.

ADC would then re-domicile to either the UK or Canada


                                       19