PROPERTY OPTION AGREEMENT DATED MARCH 1, 2004

1.

DEFINITIONS

2

2.

OPTION

3

3.

TITLE

4

4.

GROSS OVERRIDING ROYALTY

5

5.

EARN-IN OBLIGATIONS

5

6.

ACCELERATION, FORCE MAJEURE

6

7.

PERFORMANCE OF WORK

6

8.

VESTING OF INTEREST

7

9.

TERMINATION

7

10.

RESTRICTION ON ASSIGNMENT

8

11.

NOTICES

9

12.

REPRESENTATIONS AND WARRANTIES

9

13.

CONFIDENTIALITY

11

14.

MISCELLANEOUS

12

SCHEDULE A

PROPERTY

SCHEDULE B

GROSS OVERRIDING ROYALTY

SCHEDULE C

JOINT VENTURE AGREEMENT

1.          DEFINITIONS

1.1        “Affiliate” means a corporation which directly or indirectly controls, or is controlled by or is under common control with, a party. The term “control” as used herein means the rights to the exercise of, directly or indirectly, more than 50% of the voting rights attributable to the shares of the controlled company.

1.2        “Expenditures” means without duplication all direct and indirect expenses of or incidental to Operations after March 1, 2004 together with any and all costs, fees and expenses which may be paid to obtain feasibility, engineering or other studies or reports on or with respect to the Property or any part of it. For greater certainty, the costs, fees and expenses of recording work for assessment credit under applicable legislation are included in Expenditures. There shall be added to and included in “Expenditures” reasonable charges by NAGR for services provided in connection with Operations by geologists or others in the employment of NAGR and reasonable charges for machinery, tools, equipment and camp facilities owned by NAGR and used or employed in Operations. There shall be added to and included in “Expenditures” a charge for NAGR ’s

administrative expenses equal to 10% of all direct and indirect expenses and charges.

1.3        “Force Majeure” means any cause beyond NAGR ’s reasonable control, including law or regulation, action or inaction of civil or military authority, interference by Natives, Native rights groups, environmentalists or other activists, inability to obtain any licence, permit or other authorization that may be required, unusually severe weather, fire, explosion, flood, insurrection, riot, labour dispute, inability after diligent effort to obtain workmen or material, delay in transportation and acts of God, but not including lack of funds.

1.4        “GOR” or Gross Overriding Royalty” means the royalty in favour of the Optionor described in Section 4.1, in the form attached hereto as Schedule B.

1.5        “Operations” includes any and every kind of work which NAGR in its sole discretion elects to do or to have done on or in respect of the Property or the products derived therefrom and all expenditures in respect of or incidental to such work.

1.6        “Property” means the mining claims described in Schedule A to this Agreement, and all rights, licences and permits incidental or ancillary thereto and any substitutions or replacements therefor including any mining leases that may replace such mining claims, all of which are located in the District of Mackenzie, Northwest Territories, Canada.

1.7        “$” means Canadian dollars.

1.8        Attached to and forming part of this Agreement are the following Schedules:

Schedule A -

Property

Schedule B -

Gross Overriding Royalty

Schedule C -

Joint Venture Agreement

2.            OPTION

2.1        The Optionor hereby grants to NAGR the sole and exclusive right and option (the “Option”) exercisable in the manner described in Section 8, to acquire a 70% undivided interest in the Property, free and clear of all liens, charges, encumbrances, security interests and adverse claims except for the GOR, and any Aboriginal rights or interests, all of which shall be borne by the Optionor and NAGR in proportion to their respective Participating Interests from time to time under the Joint Venture Agreement.

2.2        The Optionor hereby grants to NAGR , its servants, agents and independent contractors, the sole and exclusive right and option to:

2.2.1        enter upon and have immediate possession of the Property;

2.2.2        carry out Operations on the Property as NAGR may in its sole discretion determine;

2.2.3        bring and install on the Property and remove from time to time such buildings, plant, machinery, equipment, tools, appliances and supplies as NAGR may deem necessary; and

2.2.4        remove from the Property reasonable quantities of rocks, ores, minerals and metals and to transport the same for the purpose of sampling, testing and assaying.

2.2.5        NAGR will be the exclusive operator of the Property as provided in this Agreement; and

2.3        Any diamonds and samples from the Property may be used by NAGR for exploration, development and valuation purposes. If NAGR does not exercise the Option, any diamonds taken from samples from the Property that have not been destroyed by processing or testing will be returned to the Optionor.

3.            TITLE

3.1        The Optionor shall hold the Property in trust for the parties in accordance with their respective interests therein and subject to the terms of this Agreement.

3.2        If the Optionor’s title to the Property is now or at any time hereafter deficient, defective or encumbered in any way other than as provided by Section 2.1 then, without limiting NAGR ’s rights and remedies provided hereunder or by law, such deficiency, defect or encumbrance may be remedied or removed by NAGR in which event the cost and related expenses thereof may at NAGR ’s option be deducted from any amounts or payments which may be or become due or payable to the Optionor hereunder or may be credited against the Expenditures contemplated by Section 5.1.

3.3        NAGR may at any time and from time to time during the currency of the Option abandon, surrender, allow to lapse, reduce the area of or otherwise deal with any part or parts of the Property as it may determine, provided that NAGR shall give to the Optionor not less than 90 days’ notice of its intention to do so and shall ensure that the mining claims then comprised in the Property shall be in good standing for 180 days at a minimum, commencing at the expiry of the 90 day notice period. If requested by the Optionor by notice to NAGR within that period of time, NAGR shall deliver forthwith to the Optionor duly executed transfers of the part or parts of the Property so intended to be dealt with. Any part or parts of the Property so dealt with shall cease to be included in the Property and shall cease to be subject to this Agreement for all purposes.

3.4.1        record for assessment credit under the Canada Mining Regulations sufficient work to maintain the Property in good standing until at least 180 days subsequent to notice of termination of the Option as provided in Section 9 of this Agreement; and

3.4.2        subject to section 3.3 keep the Property free of all liens and encumbrances arising out of Operations on the Property.

4.         GROSS OVERRIDING ROYALTY

4.1        In addition to the consideration provided in Section 5.1, the Optionor reserves for itself and shall be entitled to receive a gross overriding royalty equal to 2.5% of all products mined and removed from the Property, to be calculated and paid in accordance with Schedule B to this Agreement. At the discretion of NAGR, it may buy down 1% of the Gross Overriding Royalty for $2.5 million, leaving a 1.5% Gross Overriding Royalty to the Optionor.

5.         EARN-IN OBLIGATIONS

5.1        NWT, in consideration of the sum of $10, the receipt and sufficiency of which is hereby acknowledged, hereby grants to the Optionors the exclusive right and option (the Option") to acquire a 70% undivided interest in and to the Property in consideration of:

5.2        In order to exercise the Option as to an undivided 70% interest in consideration of exploration and mining rights to the Property NAGR must:

5.2.1        pay the sum of $2000.00 to the Optionor on or before March 1 2004;

5.2.2        pay the sum of $3,000.00 to the Optionor on or before April 30, 2004;

5.2.3        incur, as operator, Expenditures on the Property totalling $4000.00 per year for four years after the date of this Agreement; and

5.2.4        issue to the Optionor 20,000 common shares of NAGR on signing of this Agreement; all such shares to be subject to such restrictions as to their transferability by the Optionor as may be applicable.

6.        ACCELERATION, FORCE MAJEURE

6.1        NAGR may accelerate any or all of the activities, Expenditures or share issuances contemplated by Sections 5.2. NAGR may at any time from time to time pay to the Optionor money in lieu of conducting activities, issuing shares or incurring Expenditures under Section 5.2 in which event NAGR shall be deemed to have incurred additional Expenditures in the same amount as the amount of any such activity or payment and in satisfaction of such of the provisions of Section 5.2 as indicated by NAGR at the time of the making of such payment. Any excess payments or Expenditures made or incurred in any period will be carried forward and applied as a credit against the payment or Expenditures, as the case may be, to be made in the next succeeding period or periods.

6.2        If from time to time NAGR is prevented by Force Majeure from conducting activities or incurring Expenditures in the amounts and times provided in Section 5.1 then NAGR shall have such additional time as is reasonable in the circumstances to conduct activities, issue shares or incur Expenditures in such amounts and times, the amount of such additional time not to exceed the duration of the Force Majeure.

7.        PERFORMANCE OF WORK

7.1        In exercising its rights under Section 2.2 NAGR shall comply with all applicable laws, rules and regulations and shall carry out Operations in a good and workmanlike manner in accordance with generally accepted mining practice.

7.2        NAGR shall indemnify and save harmless the Optionor and its officers, directors, employees, agents and representatives from and against any and all claims, debts, demands, suits, actions and causes of action whatsoever which may be brought or made against the Optionor and its officers, directors, employees, agents and representatives by any person, firm or corporation and all loss, cost, damages, expenses and liabilities which may be suffered or incurred by the Optionor and its officers, directors, employees, agents and representatives arising out of or in connection with or in any way referable to, whether directly or indirectly, the entry on, presence on, or activities on the Property or the approaches thereto by NAGR or its servants or agents including without limitation bodily injuries or death at any time resulting therefrom or damage to property, unless and to the extent due to the acts or omissions of the Optionor or its servants, agents or representatives.

7.3        The Optionor shall at all reasonable times have access to the Property on reasonable notice to NAGR , provided that the Optionor shall not interfere with NAGR ’s operations hereunder and that NAGR shall be under no liability to the Optionor for any personal injuries including death or for any damage to the property of the Optionor unless such injury or damage is due to the gross

negligence or wilful default of NAGR , its servants, agents or representatives. The Optionor shall have access to all technical data pertaining to the property.

7.4        NAGR will provide to the Optionor quarterly reports showing in reasonable detail the work performed in connection with the Property, the results obtained and the Expenditures incurred. NAGR will provide a summary report of all such activities annually within 60 days of the conclusion of each program of work. NAGR will not be required to disclose or report information or data that pertains to mining claims that do not form part of the Property.

8.        VESTING OF INTEREST

8.1        Upon NAGR satisfying the conditions in Section 5.2 and giving notice to the Optionor, NAGR shall without any further payment or action be deemed to have exercised the Option and it will thereupon acquire and be deemed to have acquired and be vested with a 70% undivided right, title and interest in the Property free and clear of all liens, charges, encumbrances, security interests and adverse claims, except as provided in Section 2.1.

8.2        Upon receipt of notice from NAGR stating that NAGR has incurred Exploration Expenditures required per section 5.2.2 of this agreement and delivering the shares to NWT as required by article 5.2.3 their future relationship shall be governed by a Joint Venture Agreement among the parties, as attached hereto as Schedule “C”, which shall come into effect without it having been executed by any party. The joint venture shall be determined mutually by both parties at a future date. A principal element of the Joint Venture Agreement will be that once the Joint Venture is achieved then the parties will participate in future expenditures on the property proportional to each party’s interest.

8.3        Once the Joint Venture is in effect, if 4763 NWT Ltd chooses not to participate in proposed programs under the Joint Venture Agreement, they will dilute and once diluted to 10% or less they will revert to a 2.5% G.O.R.

8.4        The dilution formula in the Joint Venture Agreement, to be detailed in Schedule “C”, will be based on the expenditure of approximately $16,000.00.

9.        TERMINATION

9.1        The parties acknowledge and agree that NAGR has the right and option but not the obligation to conduct the activity and incur the Expenditures referred to in Section 5.2 and neither anything which NAGR might do nor any payment which it makes or Expenditure which it incurs will obligate it to do anything more or to incur any further Expenditures.

9.2        Subject to Section 9.1, NAGR may at any time let the Option lapse by notice to the Optionor or by not satisfying any of the conditions referred to in

Section 5.1 whereupon this Agreement except Sections 3.3 and 9.3 shall terminate.

9.3        If this Agreement is terminated pursuant to Section 9.2 before NAGR has exercised the Option as described in Section 5.2, NAGR shall:

9.3.1        within 180 days remove from the Property any machinery, buildings, structures, facilities, equipment and all other property of every nature and description erected, placed or situated thereon by NAGR ; any property not so removed at the end of the 180 day period shall at the option of the Optionor become the property of the Optionor; and

9.3.2        within the said 180 days leave the working and camp site in a clean and environmentally acceptable condition.

9.4        If NAGR is prevented from or delayed in performing its obligations in Subsections 9.3.1or 9.3.2 by Force Majeure, the relevant period of 180 days referred to therein shall be extended by the period of F