AFFINITY
GOLD CORP.

    Av.
Arenales 335

    Cercado,
Lima, Peru

    011-511-627-4600

    


    


    March 2,
2009

    


    Antonio
Rotundo

    Av.
Arenales 335

    Cercado,
Lima, Peru

    


    And
to:

    


    AMR Project Peru,
S.A.C.

    Av.
Arenales 335

    Cercado,
Lima, Peru

    


    Dear
Sir:

    


    
      
        	
                Re:

              	
                AGREEMENT
      TO CANCEL 26,500,000 SHARES OF COMMON STOCK OF AFFINITY GOLD CORP. (THE
      “COMPANY”) REGISTERED IN THE NAME OF ANTONIO ROTUNDO UPON COMPLETION OF
      THE ACQUISITION BY THE COMPANY OF THE MINING CONCESSION RIGHTS FROM AMR
      PROJECT PERU, S.A.C. (“AMR”) IN ACCORDANCE WITH THE ASSET PURCHASE AGREEMENT, DATED MARCH 2,
      2009

              


      

    

    


    Subject
to and in accordance with the terms and conditions contained herein, this
binding letter agreement (the “Agreement”) will set forth the understanding,
terms and conditions relating to the cancellation of 26,500,000 of the
34,800,000 shares of common stock of the Company registered in the name of
Antonio Rotundo concurrent with the completion of the asset purchase agreement
between the Company and AMR (the “Asset Purchase Agreement”), whereby the
Company will acquire the Mining Concession Rights (as defined in the Asset
Purchase Agreement) from AMR.  Such cancellation by Antonio Rotundo is
to encourage the Company to enter into the Asset Purchase Agreement and to
encourage equity investment into the Company.

    


    1.           Cancellation
of shares.     Mr. Antonio Rotundo hereby agrees
that concurrent with the closing of the Asset Purchase Agreement, whereby the
Company will acquire the Mining Concession Rights from AMR, Mr. Rotundo will
voluntarily surrender for cancellation and return to the Company’s treasury
26,500,000 of the 34,800,000 shares of common stock of the Company registered in
Mr. Rotundo’s name.  In addition, Mr. Rotundo hereby agrees to provide
the Company with an irrevocable stock power of attorney which will set out the
transfer of 26,500,000 shares of the Company’s common stock from the 34,800,000
shares registered in Mr. Rotundo’s name on share certificate #0136 to the
Company, which Mr. Rotundo will have medallion stamped by a brokerage house or
have his signature guaranteed by a bank or notary public that is acceptable to
the Company and it’s transfer agent.  A copy of the irrevocable stock
power of attorney is attached hereto as Schedule “A”.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    2.           Execution
in Counterparts.     This Agreement may be
executed in original or counterpart form, delivered by facsimile or otherwise,
and when executed by the parties as aforesaid, shall be deemed to constitute one
agreement and shall take effect as such.

    


    3.           Governing
Law.     This Agreement and each of the
documents contemplated by or delivered under or in connection with this
Agreement are governed exclusively by, and are to be enforced, construed and
interpreted exclusively in accordance with the laws of the State of Nevada and
the parties submit and attorn to the jurisdiction of the courts of the State of
Nevada.

    


    Yours
very truly,

    AFFINITY
GOLD CORP.

    


    
      
        	
                Per:

              	
                /s/ Corey Sandberg

              
	 
      	
                Corey
      Sandberg, Director

              


      

    

    


    If Mr.
Antonio Rotundo wishes to accept the terms and conditions set forth above,
please execute this Agreement and fax or scan and e-mail a copy of the executed
Agreement to Devlin Jensen, Attention: Michael Shannon at (604) 684-0916 as well
as return an originally signed copy to Devlin Jensen at 2550 – 555 W. Hastings
St., Vancouver, BC, Canada  V6B 4N5.  Upon such execution
and return via fax or scan and e-mail, this Agreement shall constitute a binding
agreement upon the parties.

    


    
      
        
          	
                  /s/ Antonio Rotundo

                	 	
                  Dated:
      March 2, 2009

                
	
                  Antonio
      Rotundo, shareholder of

                	 	 
      
	
                  Affinity
      Gold Corp.

                	 	 
      


        

      

    


    
      
         


      

      
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    Schedule
“A”

    


    IRREVOCABLE POWER OF
ATTORNEY TO TRANSFER SHARES

    


    KNOWN
ALL MEN BY THESE PRESENTS, that    ANTONIO
ROTUNDO

    For No Value Received does
hereby gift unto

    AFFINITY
GOLD CORP.

    


    Twenty-Six Million Five Hundred
Thousand (26,500,000) shares of common stock of Affinity Gold Corp. standing
in name of the undersigned on the share register of Affinity Gold Corp.
represented by Certificate No. 0136 herewith
AND the undersigned does
hereby constitute and appoint Affinity Gold Corp. as his
true and lawful attorney, IRREVOCABLY, for him and in
his name and stead to gift the said stock, and for that purpose to make and
execute all necessary acts of assignment and transfer thereof, and to substitute
one or more persons with like full power, hereby ratifying and confirming all
that his said Attorney or its/his substitute or substitutes shall lawfully do by
virtue hereof.

    


    IN WITNESS WHEREOF, the
undersigned have hereunto set her hand and seal at effective as of the ___ day
of March 2009.

    


    
      
        	
                SIGNED
      and DELIVERED by

              	
                )

              	 
      
	
                ANTONIO ROTUNDO in the presence
      of:

              	
                )

              	 
      
	 
      	
                )

              	 
      
	 
      	
                )

              	 
      
	
                Witness

              	
                )

              	
                ANTONIO
      ROTUNDO

              
	 
      	
                )

              	 
      
	 
      	
                )

              	 
      
	
                Address

              	
                )

              	 
      
	 
      	
                )

              	 
      
	 
      	
                )

              	 
      
	 
      	
                )

              	 
      
	 
      	
                )

              	 
      
	 
      	
                )

              	 
      
	 
      	
                )

              	 
      


      

    

    
       

      
        
The
signature(s) must be guaranteed by an eligible guarantor institution (Banks,
Stockbrokers, Savings and Loan Associations and Credit
Unions).

    


    
      
         


      

      
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