0000939802-07-000361 Sample Contracts

Contract
Warrant Agreement • December 14th, 2007 • American Goldfields Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada

WARRANT AGREEMENT (“Agreement”), dated as of December 6, 2007, by and between American Goldfields Inc, a Nevada corporation (the “Company”), and _______ (“Warrantholder”). Certain capitalized terms used herein are defined in Section 14 hereof.

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PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
Private Placement Subscription Agreement • December 14th, 2007 • American Goldfields Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada

Details of Subscription: The Subscriber (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from the Company, on the terms and conditions set forth herein and in the attached schedules, that number of units of the Company set out below at a price of $0.64 per unit. Each unit shall consist of one common share of the Company (a “Share”) and two share purchase warrants (collectively, the “Warrants”), each Warrant substantially in the form attached hereto. Each Warrant shall entitle the Subscriber to purchase one common share of the Company at the following prices:

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