ASSIGNMENT AGREEMENT

THIS ASSIGNMENT   AGREEMENT is made effective as of April 7, 2006 (the " Effective Date "), by and between INVESTCOL LIMITED. , a corporation organized and existing under the laws of Belize, and whose address is located at Mapp Street #1, City of Belize, Belize (" ASSIGNOR "); COLOMBIA GOLDFIELDS LTD. , a corporation organized and existing under the laws of Nevada having an address located at 375 Water Street, Suite 610 Vancouver, BC ("ASSIGNEE"); and CIA   SERVICIOS Y LOGISTICOS LTDA ., a corporation organized and existing under the laws of Colombia having an address located at Carrera 34, No. 5G-86, Medellin, Colombia (the " OWNER "). ASSIGNOR, ASSIGNEE and OWNER are referred to collectively herein as the " Parties ".

WHEREAS, on or about June 25, 2006 the OWNER entered into an agreement with ASSIGNOR, denominated "Contract for Purchase of Options of Mining Concessions" (the "Original Option Purchase") under which OWNER transferred to ASSIGNOR certain rights including, among others, (i) an option to commence mining prospecting on certain option property for a three (3) year period commencing upon execution of the Original Option Contract and expiring no later than on the third anniversary thereof; (ii) the right to execute a written purchase option transferring ownership of certain option property on or within 60 days of the three year termination date; and (iii) the right to transfer the Original Option Contract to a third party at any time;

WHEREAS, as more fully specified in the Original Option Contract, ASSIGNOR agreed to pay OWNER the sum of $10,000 in United States dollars for the purchase option, and to pay $2,990,000 in United States dollars for exploration work to be performed on the terms and subject to the conditions described in the Original Option Contract (the "Exploration Fee"); and

WHEREAS, on or about August 31, 2005 the ASSIGNOR entered into an agreement with ASSIGNEE, denominated "Assignment Agreement" (the "Original Assignment Agreement") under which ASSIGNOR transferred to ASSIGNEE its rights, interests and obligations under the Original Option Contract, and delegated to ASSIGNEE its duties and obligations under the Original Option Contract, subject to terms contained in the Original Assignment Agreement;

WHEREAS, OWNER also owns (i) certain mining and mineral applications (the "Applications") set forth on Schedule A with respect to such property (the "Application Property") and (ii) certain options to commence mining prospecting on the property set forth on Schedule B (the "Option Property"); and

WHEREAS, on or about March 23, 2006 the OWNER entered into an agreement with ASSIGNOR, denominated "Contract for Purchase of Options Titles and Applications for Mining Concession Contracts" (the "Application and Option Contract"), under which OWNER transferred to ASSIGNOR certain rights including, among others, (i) rights and interests under the Applications; (ii) an option to commence mining prospecting on the Option Property

WHEREAS, as more fully specified in the Application and Option Contract, ASSIGNOR agreed to pay OWNER the sum of $10,000 in United States dollars for the Purchase Option, and the Exploration Fee under the Original Option Contract shall remain unchanged.

WHEREAS, ASSIGNOR desires to sell, assign and transfer to ASSIGNEE, its rights, interests and obligations under the Application and Option Contract (including its remaining monetary obligations to OWNER thereunder), and to delegate to Assignee its duties and obligations under the Application and Option Contract, subject to the terms contained in this Assignment Agreement.

NOW, THEREFORE, in consideration of the premises and other valuable consideration paid by ASSIGNEE to ASSIGNOR, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.    Incorporation of Agreements By Reference

. The recitals to this Agreement are true and correct and are hereby incorporated by reference into and made a part of this Agreement.

2.    Definitions /Interpretation.

2.1    Definitions

. In this Assignment Agreement, the following terms have the meanings specified or referred to in this Section 2 and shall be equally applicable to both the singular and plural forms.

" Ancillary Agreements " means all agreements, instruments and documents to be executed and delivered by ASSIGNOR, OWNER and/or ASSIGNEE under this Assignment Agreement or in connection herewith, and shall also include the Application and Option Contract.

" Encumbrance " means any lien (statutory or other), claim, charge, security interest, mortgage, deed of trust, pledge, hypothecation, assignment, conditional sale, security agreement or preferential arrangement of any kind or nature, and any easement, encroachment, covenant, restriction, right of way, defect in title or other encumbrance of any kind.

" Governmental Body " means any branch, division or agency of a local, state, federal or international governmental authority that maintains the right to create or regulate laws pertaining to the subject matter of this Assignment Agreement and the ownership of the Option Property and Application Property.

" Legal Requirement " means any federal, state, local, municipal, foreign or international, multinational or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, court order, ruling or requirement

issued, enacted, adopted, promulgated implemented or otherwise put into effect by or under the authority of any Governmental Body.

" Letter of Intent " means that certain non-binding letter of intent, dated as of February 16, 2006, by and between the ASSIGNOR and ASSIGNEE.

" Material Adverse Effect" or "Material Adverse Change " means any condition, circumstance, change or effect (or any development that, insofar as can be reasonably foreseen, would result in any condition, circumstance, change or effect) that is materially adverse to the assets, business, liabilities, profits, results of operations, prospects or condition (financial or otherwise) of the ASSIGNOR, OWNER, or Application Property or Option Property.

" Materials of Environmental Concern " means chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products and any other substance that is now or hereafter regulated by any applicable Environmental Law or that is otherwise a danger to health, reproduction or the environment

" Person " means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or Governmental Body.

2.2    Interpretation

. As used in this Assignment Agreement, the word "including" means without limitation, the word "or" is not exclusive and the words "herein", "hereof", "hereby", "hereto" and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (i) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of and the Exhibits and Schedules attached to this Assignment Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Assignment Agreement; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto. The Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Assignment Agreement to the same extent as if they were set forth verbatim herein. Titles to Articles and headings of Sections are inserted for convenience of reference only and shall not be deemed a part of or to affect meaning or interpretation of this Assignment Agreement.

3.    Assignment . ASSIGNOR hereby unconditionally sells, assigns, transfers, conveys, sets over and delivers to ASSIGNEE, its successors and assigns forever, all of ASSIGNOR'S right, title and interest in and to Application and Option Contract of any kind or nature whatsoever without recourse (collectively, the “Assigned Interests”). OWNER hereby consents to this assignment.

4.    Delegation of Duties. ASSIGNOR hereby delegates to ASSIGNEE, and ASSIGNEE hereby assumes all of ASSIGNOR'S responsibilities, duties and obligations to OWNER under the Application and Option Contract including, among other things, ASSIGNOR'S payment obligations to OWNER.

5.    Consideration . In consideration for the assignment by ASSIGNOR hereunder, ASSIGNEE (i) shall issue to ASSIGNOR on the Closing Date as hereinafter defined, one million shares of its common stock, restricted as to transfer in accordance with applicable securities laws

but subject to pro-rata "piggy-back" registration rights in the event the ASSIGNEE registers shares of common stock for any of its stockholders, and (ii) shall pay to ASSIGNOR the sum of $350,000 (collectively referred to herein as the "Purchase Price") of which $100,000 was previously paid by ASSIGNEE upon execution of the Letter of Intent. ASSIGNOR covenants and agrees to contemporaneously pay $150,000 to OWNER in connection with certain obligations arising under the Application and Option Contract and to submit proof of payment to ASSIGNEE.

6.    Closing Date . The Closing of the transaction subject of this Assignment Agreement shall take place on or before April 12, 2006, after the conditions set forth in this Assignment Agreement have been satisfied, and shall take place at the offices of Akerman Senterfitt, One Southeast Third Avenue, 27 ^th Floor, Miami, FL 33131, or at such other place or at such other time as shall be agreed upon by ASSIGNOR and ASSIGNEE. The time and date on which the Closing is actually held are sometimes referred to herein as the "Closing Date."

6.1    Purchase Price . Subject to fulfillment or waiver of the conditions set forth in Section 6.2 at the Closing, ASSIGNEE shall deliver the Purchase Price.

6.2    Conditions to ASSIGNEE'S Obligations . The obligations of ASSIGNEE to effect the transactions subject of this Assignment Agreement shall, at the option of ASSIGNEE, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

6.2.1    There shall have been no material breach by the OWNER or ASSIGNOR in the performance of any of its or their respective covenants and agreements herein; each of the representations and warranties of the OWNER or ASSIGNOR contained or referred to herein (or in the Application and Option Contract) shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by ASSIGNEE; and there shall have been delivered to ASSIGNEE a certificate to such effect, dated the Closing Date, signed on behalf of the ASSIGNOR and OWNER by its or their President or any Vice President;

6.2.2    Between the date hereof and the Closing Date, there shall have been (i) no Material Adverse Change (as defined herein) in the assets, business, operations, liabilities, profits, prospects or condition (financial or otherwise) of ASSIGNOR; (ii) no material adverse Legal Requirement, legislative or regulatory change affecting ASSIGNOR, OWNER, the Application Property or the Option Property; (iii) no change in the title to the Applicat