OPTION AGREEMENT

This Option Agreement is made and entered into by and between American Strategic Minerals Corporation, a Nevada corporation, (hereafter “Buyer”) and Sagebrush Gold, Ltd. (“Sagebrush”), a Nevada corporation, for itself and on behalf of its wholly owned subsidiaries (“CRA”), Green Energy Fields, Inc. (“Green”), a Nevada corporation, and ND Energy, Inc. (“ND”), a Delaware corporation, (Sagebrush, Green and ND, hereafter collectively referred to as “Seller”), effective as of January __, 2012 (the “Effective Date”).

1.  Seller hereby grants Buyer an irrevocable, unconditional option (the “Option”) to purchase from Seller, for $10.00 (the “Exercise Price”) each of the mining properties described on Exhibit A attached hereto (the “Properties”), on the terms and subject to the conditions set forth herein. As consideration for the Option, Buyer shall deliver to Sagebrush (i) a promissory note from Buyer in the principal amount of $1,000,000 in the form attached hereto as Exhibit B (the “Note), and (ii) 10,000,000 fully paid and non-assessable shares of Buyer’s common stock, par value $0.0001 per share, (collectively, the Option Consideration”) on the terms and subject to the conditions contained in that certain draft Current Report on Form 8-K annexed hereto as Exhibit C (the “Draft 8-K”).  Buyer shall deliver and perform all of its obligations, and agrees to Sagebrush’s rights and privileges with respect to the Option Consideration, effective contemporaneously with the execution of this Agreement, as set forth in the Draft 8-K.

2.  Buyer’s Option to acquire the Properties evidenced by this Option Agreement shall expire and automatically terminate at 11:59 p.m., M.D.T., ninety (90) days from the Effective Date (the “Expiration Date”) if the Option is not exercised by Buyer prior to that date.

3.   Buyer may exercise this Option at any time before the Expiration Date and may exercise this Option as to any number of Properties and in any number of exercise transactions for the Exercise Price.  If Buyer exercises this Option as to some, but not all, of the Properties, the Option shall remain effective as to any other Properties until the Expiration Date at which time the Option with respect to any Properties unexercised shall terminate and expire.  In the event this Option is exercised in multiple exercise transactions, the Buyer shall pay the Exercise Price on each such occasion.

4.  Buyer may exercise this Option at any time before the Expiration Date by giving Sagebrush written notice (“Notice of Exercise”) that Buyer is ready, willing and able to close the purchase of the Properties on a closing date set by Buyer within 45 days of the Notice of Exercise (as may be extended for purposes of completing the transfers and regulatory/recording requirements necessary to effectuate the intent and purposes of this Option Agreement, not to exceed 90 days from the delivery of the Notice of Exercise, unless extended further by the parties).  On receipt of Buyer’s Notice of Exercise, Seller shall contact Buyer and the parties shall mutually agree on a date, time and place of closing.   At Closing, both parties shall sign and deliver to one another such documents as may be necessary to transfer title to the property in fee simple absolute (or such other title which conveys all of the interest in the property as Seller is capable of conveying with no retained interest).  Transfer shall be by warranty deed, free and clear of all liens and encumbrances (or such other method which conveys all of the interest in the Properties as Seller is capable of conveying with no retained interest, taking into account the nature of Seller’s interest).  At Closing, Seller shall also assign and transfer to Buyer all governmental permits which Seller has relating to the Properties being transferred and shall deliver to Buyer all information and data (including compilations of data and regardless of format, physical or electronic) in its possession or subject to its control, including information in the possession or control of any consultants retained by Seller, relating to the Properties being transferred including but not limited to: geologic data; mine or other maps; test results and records; samples and assays; drill hole data and maps; sampling sheets; cost records; records required to be kept by any governmental authority or pursuant to any permits or authorizations; capital investments in or to, or in connection with, the Properties and all milling and smelter reports relating to ore processed for or on behalf of Seller from the Properties being transferred.  Buyer shall bear all costs, fees and expenses necessary to effectuate transfer of the Properties, any permits, and the information required to be supplied to Buyer (including preparation of the deed and any other documents required to accomplish transfer of the Property).
 
 
1
 

 
5.  As to each of the mining claims listed on the attached Exhibit A as a patented claim (except for those so marked), Buyer shall conduct its due diligence prior to delivery of a Notice of Exercise, and Seller shall only be required to deliver the documents referred to in Section 4 hereof.   Seller has full legal and unrestricted authority to enter into this Option.  As to each of the mining claims listed on the attached Exhibit A as an unpatented claim, Seller will also warrant that to the best of its knowledge as of the Closing, except as otherwise disclosed or available to Buyer or known or knowable to Buyer as a result of Buyer’s due diligence investigation (each of such representations qualified to the extent that such actions may have been taken by predecessors of the Sellers):  (i) it has fully and completely performed all required location, claim and assessment work or actions necessary to lay claim to said unpatented claims, including the payment of any and all fees associated therewith; (ii) it has filed all documents and taken all other steps necessary to perfect its claim on said land under the laws of the United States and of the states within which any listed claim may be located; (iii) it has diligently pursued all actions available to it to obtain clear title to said claims by patent or otherwise; and (iv) there are no conflicting claims with regard to any such unpatented claims.  At Buyer’s request, Seller shall promptly provide Buyer copies of any patents, claim forms, receipts, title research or other work, and other documents relating to the title it claims to the Properties including location certificates, notices of claims, and all reports relating to any unpatented claims.  In the event of any flaw in Seller’s title to any of the Properties, including any unremedied or unreleased order or directive from any governmental entity received. Seller shall cooperate with Buyer and promptly take following the date hereof (at Buyer’s cost) any action requested by Buyer which may be necessary to remove or correct said flaw or to remedy or release any order or directive.

6.  Seller may continue to explore, develop or operate in, on or under any of the Properties during the term of this Option provided however that it shall at all times fully and completely comply with all applicable permits, laws, regulations and orders relating thereto.

7.  Until the Expiration Date, Buyer shall be permitted to enter upon all or any part of the Properties for the purpose of conducting such inspection or investigation of the Properties as Buyer deems advisable including but not limited to assay, test drilling and other exploratory or assessment activities, provided however that Buyer shall be obligated to make the results of any such investigation, inspection or tests available to Seller within a reasonable time.
 
 
2
 

 
8.  Possession of any Property as to which Buyer has exercised its Option shall transfer on Closing of Buyer’s exercise of this Option as to that Property.

9.  All risk of loss relating to any of the Properties, together with all costs and expenses thereof (except as otherwise provided herein), shall remain on Seller until Closing of any sale hereunder.  Seller shall be solely responsible for and shall exclusively bear any liabilities associated with any of the Properties which arise out of events occurring prior to Closing regardless when such claim arises.

10.  Seller shall pay and be solely responsible for all real estate taxes, assessments, bills and expenses relating to the Properties, including past due amounts, interests and penalties up to and including the date of Closing, regardless when such became or become due, and Buyer shall be responsible for such expenses thereafter.

11.  In the event Seller defaults on performance under this agreement, Buyer shall be entitled to obtain specific performance or actual damages or both, against Seller, but shall have no claim in respect of the Option Consideration paid for issuance of the Option hereunder as set forth in Section 1 hereto as to which Buyer releases Sagebrush from any and all claims with respect thereto and agrees that such Option Consideration is irrevocable and shall be paid and all other agreements fully and completed performed as set forth herein.  Sagebrush and Seller shall be entitled to obtain specific performance or actual damages or both, against Buyer with respect to any breaches or threatened breaches by Buyer.

           12.                A.  This Option Agreement may be executed by each party separately and when each party has executed a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties.

B.  This Option Agreement shall be read in pari material with all other agreements and instruments executed in connection herewith, provided however that in the event of any conflict between the provisions of this Option Agreement and any other agreement or instrument, the terms of this Option Agreement shall control.  Subject to the foregoing, this Option Agreement contains the parties’ entire agreement with regard to any matters addressed herein.
 
 
C.  This Option Agreement may be modified only by written instrument signed by both parties hereto after the date hereof.

D.  Neither party shall have any right to assign or transfer its rights or obligations hereunder without the prior written consent of the other.  Any assignment or transfer which is made in violation of the foregoing provision shall be null and void.  Subject to the foregoing, in the event of a valid assignment or transfer, this Option Agreement shall be binding upon the successors and assigns of the respective parties.

E.  Notice under this Option Agreement may be given to any party by personal delivery or by certified mail or by other service providing confirmation of delivery (whether public or private) or by email, fax or other electronic means.
 
 
3
 

 
F.  Notice of this Option and of all material terms hereof including the Expiration Date shall be recorded by Seller upon the written request of Buyer, at Buyer’s sole expense, in the land records of each county in which any of the Properties are located and shall further be provided to any governmental entities which are entitled to such notice by law or regulation.  Seller shall provide Buyer with copies confirming such recordation and delivery within thirty days after the effective date hereof.

G.  In the event either party to this Option Agreement claims a default and wishes to pursue a claim against the other party, the parties' dispute shall be submitted first to mediation before one or more persons selected by mutual agreement of the parties.    This Agreement shall be deemed for all purposes to have been made in the State of Nevada and shall be interpreted in accordance with Nevada law.  As part of its award, any court hearing a dispute involving this Option Agreement shall be required to award the prevailing party its reasonable costs and expenses, including reasonable attorney fees.

H.  Nothing contained in this Option Agreement shall create, or be deemed to create, any sort of  partnership, agency,  joint venture or other similar type of legal relationship between the parties hereto.  Neither party hereto shall have any power or authority to act for or on behalf of the other, or to represent or purport to represent the other, except as expressly provided herein.  All of the rights, duties, obligations and liabilities of each of the parties hereto shall belong to it solely and exclusively, and shall not be, or be deemed to be, joint or collective, it being the intention of the parties that each of them will be liable only for those matters expressly delegated to it hereunder and not for any obligation of the other party.  Seller and Buyer hereby irrevocably indemnifies, and agrees to hold harmless, the other party hereto, its owners, officers, directors, agents, attorneys, and employees, from and against any and all losses, claims, damages and liabilities arising out of any act, obligation or assumption of liability by or on behalf of the indemnifying party, its owners, officers, directors, agents, attorneys or employees.

I.   Each party hereto acknowledges that it has been represented by independent legal counsel in the preparation of this Option Agreement.  Each party recognizes and acknowledges that counsel to Seller and Sagebrush has represented other shareholders of the Buyer and may, in the future, represent others in connection with various legal matters (including Buyer and such shareholders) and each party waives any conflicts of interest and other allegations that it has not been represented by its own counsel.

[REMAINDER OF PAGE INTENTIONALLY BLANK]
 
 
4
 
 
IN WITNESS WHEREOF, the parties have hereunto set their hands effective as of the date set forth above.

Seller:
Buyer:
Sagebrush Gold, Ltd
 
 
_____________________________________
By: David Rector, President
American Strategic Minerals Corporation (Nevada)
 
 
__________________________________
By: George Glasier, President
 
 
Green Energy, Inc.


______________________________________
By: Joshua Bleak, President


ND Energy, Inc.


_______________________________________
By: Joshua Bleak, President

State of                        :
County of                    :

Be it remembered that on this _____ day of ____________, 2012, the foregoing instrument was signed and acknowledged before me by ____________, President of American Strategic Minerals Corporation, a Nevada corporation. In testimony whereof, I have hereunto set my hand and affixed my notarial seal on the day and year aforesaid.

________________________________________
Signature of Notary Public

My commission expires on _______________.


State of                        :
County of                    :

Be it remembered that on this _____ day of ____________, 2012, the foregoing instrument was signed and acknowledged before me by ________________________, President of Sagebrush Gold, Ltd.  In testimony whereof, I have hereunto set my hand and affixed my notarial seal on the day and year aforesaid.
 
 
5
 

 
________________________________________
Signature of Notary Public

My commission expires on _______________.


State of                        :
County of                    :

Be it remembered that on this _____ day of ____________, 2012, the foregoing instrument was signed and acknowledged before me by ____________, President of ND Energy Inc., a Delaware corporation and Green Energy Fields, Inc., a Nevada corporation. In testimony whereof, I have hereunto set my hand and affixed my notarial seal on the day and year aforesaid.

________________________________________
Signature of Notary Public

My commission expires on _______________.
 
 
6
 
 
Exhibit A

Patented Claims

Connors
 
Under Membership Interests Sale Agreements dated March 17, 2011, CRGI purchased 51.35549% and 24.32225% respectively of the membership interests of Secure Energy LLC, a North Dakota limited liability company.
Secure Energy’s current assets include the following:
--Data package including historical exploration data including drill logs, surface samples, maps, reports and other information on various uranium prospects in North Dakota.
--Uranium Lease Agreement with Robert Petri, Jr. and Michelle Petri dated June 28, 2007.  Location: Township 134 North, Range 100 West of the Fifth Principal Meridian.  Sec. 30: Lots 1 (37.99), 2 (38.13), 3 (38.27), 4 (38.41) and E1/2 W1/2 and SE 1/4.
--Uranium Lease Agreement with Robert W. Petri and Dorothy Petri dated June 28, 2007.  Location: Township 134 North, Range 100 West of the Fifth Principal Meridian.  Sec. 30: Lots 1 (37.99), 2 (38.13), 3 (38.27), 4 (38.41) and E1/2 W1/2 and SE 1/4.
--Uranium Lease Agreement with Mark E. Schmidt dated November 23, 2007.  Location: Township 134 North, Range 100 West of the Fifth Principal Meridian.  Sec. 31: Lots 1 (38.50), 2 (38.54), 3 (38.58), 4 (38.62) and E1/2 W1/2, W1/2NE1/4, SE 1/4.
The uranium lease agreements include the rights to conduct exploration for and mine uranium, thorium, vanadium, other fissionable source materials, and all other mineral substances contained on or under the leased premises.   The leased premises consist of a total of 1,027 acres located in Slope County, North Dakota.

Unpatented Claims


 
1.
Artillery Peak
 
The following unpatented mining claims and sites are situated in an unknown mining district, Mohave County, Arizona, the Location Notices of which are of record in the office of the County Recorder of Mohave County, Arizona, and the Bureau of Land Management serial numbers are filed at Phoenix, Arizona.
 
No.
AMC
Name of Claim
County Recorder
Sec, Twp, Rng
1
374325
AP 1
2006-102529
Sec 26, T12N, R13W
2
374326
AP 2
2006-100277
Sec 26, T12N, R13W
3
374327
AP 3
2006-100278
Sec 26, T12N, R13W
4
374328
AP 4
2006-100279
Sec 26, T12N, R13W
5
374329
AP 5
2006-100280
Sec 26, T12N, R13W
6
374330
AP 6
2006-100281
Sec 26, T12N, R13W
7
374331
AP 7
2006-100282
Sec 26, T12N, R13W
 
 
7
 
 
No.
AMC
Name of Claim
County Recorder
Sec, Twp, Rng
8
374332
AP 8
2006-100283
Sec 26, T12N, R13W
9
374333
AP 9
2006-100284
Sec 26&27, T12N, R13W
10
374334
AP 10
2006-100285
Sec 26&27, T12N, R13W
11
374335
AP 11
2006-100286
Sec 26, T12N, R13W
12
374336
AP 12
2006-100287
Sec 26, T12N, R13W
13
374337
AP 13
2006-100288
Sec 26, T12N, R13W
14
374338
AP 14
2006-100289
Sec 26, T12N, R13W
15
374339
AP 15
2006-100290
Sec 26, T12N, R13W
16
374340
AP 16
2006-100291
Sec 26, T12N, R13W
17
374341
AP 17
2006-100292
Sec 26, T12N, R13W
18
374342
AP 18
2006-100293
Sec 26, T12N, R13W
19
374343
AP 19
2006-100294
Sec 26, T12N, R13W
20
374344
AP 20
2006-100295
Sec 26, T12N, R13W
21
374345
AP 21
2006-100296
Sec 26, T12N, R13W
22
374346
AP 22
2006-100297
Sec 26, T12N, R13W
23
374347
AP 23
2006-100298
Sec 26, T12N, R13W
24
374348
AP 24
2006-100299
Sec 26, T12N, R13W
25
374349
AP 25
2006-100300
Sec 26&27, T12N, R13W
26
374350
AP 28
2006-100301
Sec 22&27, T12N, R13W
27
374351
AP 29
2006-100302
Sec 22&27, T12N, R13W
28
374352
AP 30
2006-100303
Sec 22&27, T12N, R13W
29
374353
AP 31
2006-100304
Sec 22&27, T12N, R13W
30
374354
AP 32
2006-100305
Sec 22&27, T12N, R13W
31
374355
AP 33
2006-100306
Sec 22&27, T12N, R13W
32
374356
AP 35
2006-100307
Sec 22, T12N, R13W
33
374357
AP 36
2006-100308
Sec 22, T12N, R13W
34
374358
AP 37
2006-100309
Sec 22, T12N, R13W
35
374359
AP 38
2006-100310
Sec 22, T12N, R13W
36
374360
AP 39
2006-100311
Sec 22, T12N, R13W
37
374361
AP 40
2006-100312
Sec 22, T12N, R13W
38
374362
AP 41
2006-100313
Sec 22, T12N, R13W
39
374363
AP 42
2006-100314
Sec 21&22, T12N, R13W
40
374364
AP 43
2006-100315
Sec 21&22, T12N, R13W
41
374365
AP 44
2006-100316
Sec 22, T12N, R13W
42
374366
AP 45
2006-100317
Sec 22, T12N, R13W
43
374367
AP 46
2006-100318
Sec 22, T12N, R13W
44
374368
AP 47
2006-100319
Sec 22, T12N, R13W
45
374369
AP 110
2006-100320
Sec 35, T12N, R13W
46
374370
AP 111
2006-100321
Sec 35, T12N, R13W
 
 
8
 
 
No.
AMC
Name of Claim
County Recorder
Sec, Twp, Rng
47
374371
AP 112
2006-100322
Sec 35, T12N, R13W
48
374372
AP 113
2006-100323
Sec 35, T12N, R13W
49
374373
AP 114
2006-100324
Sec 35, T12N, R13W
50
374374
AP 115
2006-100325
Sec 35, T12N, R13W
51
374375
AP 116
2006-100326
Sec 35, T12N, R13W
52
374376
AP 117
2006-100327
Sec 35, T12N, R13W
53
374377
AP 118
2006-100328
Sec 35, T12N, R13W
54
374378
AP 119
2006-100329
Sec 35, T12N, R13W
55
374379
AP 120
2006-100330
Sec 35, T12N, R13W
56
374380
AP 121
2006-100331
Sec 35, T12N, R13W
57
374381
AP 122
2006-100332
Sec 27, T12N, R13W
58
374382
AP 123
2006-100333
Sec 27, T12N, R13W
59
374383
AP 124
2006-100334
Sec 27, T12N, R13W
60
374384
AP 125
2006-100335
Sec 27, T12N, R13W
61
374385
AP 126
2006-100336
Sec 27, T12N, R13W
62
374386
AP 127
2006-100337
Sec 27, T12N, R13W
63
374387
AP 128
2006-100338
Sec 27, T12N, R13W
64
374388
AP 129
2006-100339
Sec 27, T12N, R13W
65
374389
AP 130
2006-100340
Sec 27, T12N, R13W
66
374390
SM 48
2006-100341
Sec 21&22, T12N, R13W
67
374391
SM 49
2006-100342
Sec 22, T12N, R13W
68
374392
SM 50
2006-100343
Sec 22, T12N, R13W
69
374393
SM 51
2006-100344
Sec 22, T12N, R13W
70
374394
SM 52
2006-100345
Sec 22, T12N, R13W
71
374395
SM 53
2006-100346
Sec 36, T12N, R13W
72
374396
SM 54
2006-100347
Sec 36, T12N, R13W
73
374397
SM 55
2006-100348
Sec 36, T12N, R13W
74
374398
SM 56
2006-100349
Sec 36, T12N, R13W
75
374399
SP 1
2006-100350
Sec 35, T12N, R13W
76
374400
SP 2
2006-100351
Sec 35, T12N, R13W
77
374401
SP 3
2006-100352
Sec 35, T12N, R13W
78
374402
SP 4
2006-100353
Sec 35, T12N, R13W
79
374403
SP 5
2006-100354
Sec 35, T12N, R13W
80
374404
SP 6
2006-100355
Sec 35, T12N, R13W
81
374405
SP 7
2006-100356
Sec 35, T12N, R13W
82
374406
SP 8
2006-100357
Sec 35, T12N, R13W
83
374407
SP 9
2006-100358
Sec 35, T12N, R13W
84
374408
SP 10
2006-100359
Sec 35, T12N, R13W
85
374409
SP 11
2006-100360
Sec 35, T12N, R13W
86
374410
SP 12
2006-100361
Sec 35, T12N, R13W
 
 
9
 
 
 
3.
Coso
 
The following unpatented mining claims and sites are situated in an unknown mining district, Inyo County, Arizona, the Location Notices of which are of record in the office of the County Recorder of Inyo County, California, and the Bureau of Land Management serial numbers are filed at Sacramento, California.
 
No.
Claim Name
CAMC
County Recorder
Sec, Twp, Rng
1
DB #1
289154
2007-0004027
Sec 25, T20S, R37 1/2 E
2
DB #2
289155
2007-0004028
Sec 25, T20S, R37E
3
DB #3
289156
2007-0004029
Sec 24 & 25, T20S, R37E
4
DB #4
289157
2007-0004030
Sec 24 & 25, T20S, R37E
5
DB #5
289158
2007-0004031
Sec 24 & 25, T20S, R37E
6
DB #6
289159
2007-0004032
Sec 24 & 25, T20S, R37E
7
DB #13
289166
2007-0004039
Sec 25, T20S, R37E
8
DB #14
289167
2007-0004040
Sec 25, T20S, R37E
9
DB #15
289168
2007-0004041
Sec 25, T20S, R37E
10
DB #16
289169
2007-0004042
Sec 25, T20S, R37E
11
DB #17
289170
2007-0004043
Sec 25, T20S, R37E
12
DB #18
289171
2007-0004044
Sec 25, T20S, R37E
13
DB #19
289172
2007-0004045
Sec 25, T20S, R37E
14
DB #20
289173
2007-0004046
Sec 25, T20S, R37 1/2 E
15
DB #21
289174
2007-0004047
Sec 25, T20S, R37 1/2 E
16
DB #22
289175
2007-0004048
Sec 25, T20S, R37E
17
DB #23
289176
2007-0004049
Sec 25, T20S, R37E
18
DB #24
289177
2007-0004050
Sec 25, T20S, R37E
19
DB #25
289178
2007-0004051
Sec 25, T20S, R37E
20
DB #26
289179
2007-0004052
Sec 25, T20S, R37E
21
DB #27
289180
2007-0004053
Sec 25, T20S, R37E
22
DB #28
289181
2007-0004054
Sec 25, T20S, R37E
23
DB #29
289182
2007-0004055
Sec 25, T20S, R37E
24
DB #30
289183
2007-0004056
Sec 25 & 26, T20S, R37E
25
DB #31
289184
2007-0004057
Sec 25, 36, 35, 24, T20S, R37E
26
DB #32
289185
2007-0004058
Sec 25 & 36, T20S, R37E
27
DB #33
289186
2007-0004059
Sec 25 & 36, T20S, R37E
28
DB #34
289187
2007-0004060
Sec 25 & 36, T20S, R37E
29
DB #35
289188
2007-0004061
Sec 25 & 36, T20S, R37E
30
DB #36
289189
2007-0004062
Sec 25 & 36, T20S, R37E
 
 
10
 
 
No.
Claim Name
CAMC
County Recorder
Sec, Twp, Rng
31
DB #37
289190
2007-0004063
Sec 25 & 36, T20S, R37E
32
DB #38
289191
2007-0004064
Sec 25 & 36, T20S, R37E
33
DB #39
289192
2007-0004065
Sec 25 & 36, T20S, R37E
34
DB #40
289193
2007-0004066
Sec 25 & 36, T20S, R37E
35
DB #41
290940
2007-0004137
Sec 25 & 36, T20S, R37 1/2 E
36
DB #42
290941
2007-0004138
Sec 25 & 36, T20S, R37 1/2 E
37
DB #43
290942
2007-0004139
Sec 25 & 36, T20S, R37 1/2 E
38
DB #44
290943
2007-0004140
Sec 25 & 36, T20S, R37 1/2 E
39
DB #49
290948
2007-0004145
Sec 25, T20S, R37 1/2 E
40
DB #50
290949
2007-0004146
Sec 25, T20S, R37 1/2 E
41
DB #51
290950
2007-0004147
Sec 25, T20S, R37 1/2 E
42
DB #52
290951
2007-0004148
Sec 25, T20S, R37 1/2 E
43
DB #53
290952
2007-0004149
Sec 25, T20S, R37 1/2 E
44
DB #54
290953
2007-0004150
Sec 25, T20S, R37 1/2 E
45
DB #55
290954
2007-0004151
Sec 25, T20S, R37 1/2 E
46
DB #56
290955
2007-0004152
Sec 25, T20S, R37 1/2 E
47
DB #61
290960
2007-0004157
Sec 25, T20S, R37 1/2 E
48
DB #62
290961
2007-0004158
Sec 25, T20S, R37 1/2 E
49
DB #63
290962
2007-0004159
Sec 25, T20S, R37 1/2 E
50
DB #64
290963
2007-0004160
Sec 25, T20S, R37 1/2 E
51
DB #65
290964
2007-0004161
Sec 24, T20S, R37E
52
DB #66
290965
2007-0004162
Sec 24, T20S, R37E
53
DB #67
290966
2007-0004163
Sec 24, T20S, R37E
54
DB #68
290967
2007-0004164
Sec 24, T20S, R37E
55
DB #69
290968
2007-0004165
Sec 24, T20S, R37E
56
DB #70
290969
2007-0004166
Sec 24, T20S, R37 1/2 E
57
DB #71
290970
2007-0004167
Sec 24, T20S, R37 1/2 E
58
DB #72
290971
2007-0004168
Sec 24, T20S, R37 1/2 E
59
DB #73
290972
2007-0004169
Sec 24, T20S, R37 1/2 E
60
DB #74
290973
2007-0004170
Sec 24, T20S, R37 1/2 E
61
DB #79
290978
2007-0004175
Sec 24, T20S, R37 1/2 E
62
DB #80
290979
2007-0004176
Sec 24, T20S, R37 1/2 E
63
DB #81
290980
2007-0004177
Sec 24, T20S, R37 1/2 E
64
DB #82
290981
2007-0004178
Sec 24, T20S, R37 1/2 E
65
DB #83
290982
2007-0004179
Sec 24, T20S, R37 1/2 E
66
DB #84
290983
2007-0004180
Sec 24, T20S, R37E
67
DB #85
290984
2007-0004181
Sec 24, T20S, R37E
68
DB #86
290985
2007-0004182
Sec 24, T20S, R37E
69
DB #87
290986
2007-0004183
Sec 24, T20S, R37E
 
 
11
 
 
No.
Claim Name
CAMC
County Recorder
Sec, Twp, Rng
70
DB #88
290987
2007-0004184
Sec 24, T20S, R37E
71
DB #89
290988
2007-0004185
Sec 24, T20S, R37E
72
DB #90
290989
2007-0004186
Sec 24, T20S, R37E
73
DB #91
290990
2007-0004187
Sec 24, T20S, R37E
74
DB #92
290991
2007-0004188
Sec 24, T20S, R37E
75
DB #93
290992
2007-0004189
Sec 24, T20S, R37E
76
DB #94
290993
2007-0004190
Sec 24, T20S, R37 1/2 E
77
DB #95
290994
2007-0004191
Sec 24, T20S, R37 1/2 E
78
DB #96
290995
2007-0004192
Sec 24, T20S, R37 1/2 E
79
DB #97
290996
2007-0004193
Sec 24, T20S, R37 1/2 E
80
DB #98
290997
2007-0004194
Sec 24, T20S, R37 1/2 E
81
DB #101
291000
2007-0004197
Sec 24 & 13, T20S, R37 1/2 E
82
DB #102
291001
2007-0004198
Sec 24 & 13, T20S, R37 1/2 E
83
DB #103
291002
2007-0004199
Sec 24 & 13, T20S, R37 1/2 E
84
DB #104
291003
2007-0004200
Sec 24 & 13, T20S, R37 1/2 E
85
DB #105
291004
2007-0004201
Sec 24 & 13, T20S, R37 1/2 E
86
DB #106
291005
2007-0004202
Sec 24 & 13, T20S, R37 1/2 E
87
DB #107
291006
2007-0004203
Sec 24 & 13, T20S, R37 1/2 E
88
DB #108
291007
2007-0004204
Sec 13 & 24, T20S, R37E
89
DB #109
291008
2007-0004205
Sec 13 & 24, T20S, R37E
90
DB #110
291009
2007-0004206
Sec 13 & 24, T20S, R37E
91
DB #111
291010
2007-0004207
Sec 13 & 24, T20S, R37E
92
DB #112
291011
2007-0004208
Sec 13 & 24, T20S, R37E
93
DB #113
291012
2007-0004209
Sec 13, T20S, R37E
94
DB #114
291013
2007-0004210
Sec 13, T20S, R37E
95
DB #115
291014
2007-0004211
Sec 13, T20S, R37E
96
DB #116
291015
2007-0004212
Sec 13, T20S, R37E
97
DB #117
291016
2007-0004213
Sec 13, T20S, R37E
98
DB #118
291017
2007-0004214
Sec 13, T20S, R37 1/2 E
99
DB #119
291018
2007-0004215
Sec 13, T20S, R37 1/2 E
100
DB #120
291019
2007-0004216
Sec 13, T20S, R37 1/2 E
101
DB #121
291020
2007-0004217
Sec 13, T20S, R37 1/2 E
102
DB #122
291021
2007-0004218
Sec 13, T20S, R37 1/2 E
103
DB #123
291022
2007-0004219
Sec 13, T20S, R37 1/2 E
104
DB #124
291023
2007-0004220
Sec 13, T20S, R37 1/2 E
105
DB #125
291024
2007-0004221
Sec 13, T20S, R37 1/2 E
106
DB #126
291025
2007-0004222
Sec 13, T20S, R37 1/2 E
107
DB #127
291026
2007-0004223
Sec 13, T20S, R37 1/2 E
108
DB #128
291027
2007-0004224
Sec 13, T20S, R37 1/2 E
 
 
12
 
 
No.
Claim Name
CAMC
County Recorder
Sec, Twp, Rng
109
DB #129
291028
2007-0004225
Sec 13, T20S, R37 1/2 E
110
DB #130
291029
2007-0004226
Sec 13, T20S, R37 1/2 E
111
DB #131
291030
2007-0004227
Sec 13, T20S, R37 1/2 E
112
DB #132
291031
2007-0004228
Sec 13, T20S, R37E
113
DB #133
291032
2007-0004229
Sec 13, T20S, R37E
114
DB #134
291033
2007-0004230
Sec 13, T20S, R37E
115
DB #135
291034
2007-0004231
Sec 13, T20S, R37E
116
DB #136
291035
2007-0004232
Sec 13, T20S, R37E
117
DB #137
291036
2007-0004233
Sec 13 & 12, T20S, R37E
118
DB #138
291037
2007-0004234
Sec 13 & 12, T20S, R37E
119
DB #139
291038
2007-0004235
Sec 13 & 12, T20S, R37E
120
DB #140
291039
2007-0004236
Sec 13 & 12, T20S, R37E
121
DB #141
291040
2007-0004237
Sec 13 & 12, T20S, R37E
122
DB #142
291041
2007-0004238
Sec 13, T20S, R37 1/2 E
123
DB #143
291042
2007-0004239
Sec 13, T20S, R37 1/2 E
124
DB #144
291043
2007-0004240
Sec 13, T20S, R37 1/2 E
125
DB #145
291044
2007-0004241
Sec 13, T20S, R37 1/2 E
126
DB #146
291045
2007-0004242
Sec 13, T20S, R37 1/2 E
127
DB #147
291046
2007-0004243
Sec 13, T20S, R37 1/2 E
128
DB #148
291047
2007-0004244
Sec 13, T20S, R37 1/2 E
129
DB #149
291048
2007-0004245
Sec 36, T20S, R37E
130
DB #150
291049
2007-0004246
Sec 36, T20S, R37E
131
DB #151
291050
2007-0004247
Sec 36, T20S, R37E
132
DB #152
291051
2007-0004248
Sec 36, T20S, R37E
133
DB #153
291052
2007-0004249
Sec 36, T20S, R37E
134
DB #154
291053
2007-0004250
Sec 36, T20S, R37E
135
DB #155
291054
2007-0004251
Sec 36, T20S, R37E
136
DB #156
291055
2007-0004252
Sec 36, T20S, R37E
137
DB #157
291056
2007-0004253
Sec 36, T20S, R37E
138
DB #160
291057
2007-0004254
Sec 36, T20S, R37E
139
DB #161
291058
2007-0004255
Sec 36, T20S, R37E
140
DB #166
291059
2007-0004256
Sec 36, T20S, R37E
141
DB #167
291060
2007-0004257
Sec 36, T20S, R37E
142
DB #172
291061
2007-0004258
Sec 36, T20S, R37E
143
DB #173
291062
2007-0004259
Sec 6, T21S, R38E & Sec 1, T21S, R37E
144
DB #174
291063
2007-0004260
Sec 6, T21S, R38E
145
DB #175
291064
2007-0004261
Sec 6, T21S, R38E
146
DB #176
291065
2007-0004262
Sec 6, T21S, R38E
147
DB #177
291066
2007-0004263
Sec 6, T21S, R38E
 
 
13
 
 
No.
Claim Name
CAMC
County Recorder
Sec, Twp, Rng
148
DB #178
291067
2007-0004264
Sec 6, T21S, R38E & Sec 1, T21S, R37E
149
DB #179
291068
2007-0004265
Sec 6, T21S, R38E & Sec 1, T21S, R37E
150
DB #180
291069
2007-0004266
Sec 6, T21S, R38E
151
DB #181
291070
2007-0004267
Sec 6, T21S, R38E
152
DB #182
291071
2007-0004268
Sec 6, T21S, R38E
153
DB #183
291072
2007-0004269
Sec 6, T21S, R38E
154
DB #184
291073
2007-0004270
Sec 6, T21S, R38E & Sec 1, T21S, R37E
155
DB #185
291074
2007-0004271
Sec 6, T21S, R38E & Sec 1, T21S, R37E
156
DB #186
291075
2007-0004272
Sec 6, T21S, R38E
157
DB #187
291076
2007-0004273
Sec 6, T21S, R38E
158
DB #188
291077
2007-0004274
Sec 6, T21S, R38E
159
DB #189
291078
2007-0004275
Sec 6, T21S, R38E
160
DB #190
291079
2007-0004276
Sec 6, T21S, R38E & Sec 1, T21S, R37E
161
DB #191
291080
2007-0004277
Sec 6, T21S, R38E & Sec 1, T21S, R37E
162
DB #192
291081
2007-0004278
Sec 6, T21S, R38E
163
DB #193
291082
2007-0004279
Sec 6, T21S, R38E
164
DB #194
291083
2007-0004280
Sec 6, T21S, R38E
165
DB #195
291084
2007-0004281
Sec 6, T21S, R38E
166
DB #196
291085
2007-0004282
Sec 6, T21S, R38E & Sec 1, T21S, R37E
167
DB #197
291086
2007-0004283
Sec 6 & 7, T21S, R38E & Sec 1 & 12 , T21S, R37E
168
DB #198
291087
2007-0004284
Sec 6 & 7, T21S, R38E
169
DB #199
291088
2007-0004285
Sec 6 & 7, T21S, R38E

 
4.
Blythe
 
The following unpatented mining claims and sites are situated in an unknown mining district, Riverside County, Arizona. The Location Notices of which are of record in the office of the County Recorder of Riverside County, California, and the Bureau of Land Management serial numbers are filed at Sacramento, California.
 
No.
CAMC
Name of Claim
County Recorder
Sec, Twp, Rng
1
288321
NPG # 44
2007-0128525
Sec 19, T6S, R21E
2
288322
NPG # 45
2007-0128526
Sec 19, T6S, R21E
3
288323
NPG # 46
2007-0128527
Sec 19, T6S, R21E
4
288324
NPG # 47
2007-0128528
Sec 19, T6S, R21E
5
288325
NPG # 48
2007-0128529
Sec 19, T6S, R21E
6
288326
NPG # 49
2007-0128530
Sec 19, T6S, R21E
7
288327
NPG # 50
2007-0128531
Sec 19, T6S, R21E
8
288328
NPG # 51
2007-0128540
Sec 19, T6S, R21E
9
288329
NPG # 52
2007-0128541
Sec 19, T6S, R21E
10
288330
NPG # 53
2007-0128542
Sec 19, T6S, R21E
 
 
14
 
 
No.
CAMC
Name of Claim
County Recorder
Sec, Twp, Rng
11
288331
NPG # 54
2007-0128543
Sec 19, T6S, R21E
12
288332
NPG # 55
2007-0128544
Sec 19, T6S, R21E
13
288333
NPG # 56
2007-0128545
Sec 19, T6S, R21E
14
288334
NPG # 57
2007-0128546
Sec 19, T6S, R21E
15
288335
NPG # 58
2007-0128547
Sec 19, T6S, R21E
16
288336
NPG # 59
2007-0128548
Sec 19, T6S, R21E
17
288354
NPG # 77
2007-0128566
Sec 18 & 19, T6S, R21E
18
288355
NPG # 78
2007-0128567
Sec 18 & 19, T6S, R21E
19
288356
NPG # 79
2007-0128568
Sec 18 & 19, T6S, R21E
20
288357
NPG # 80
2007-0128569
Sec 18 & 19, T6S, R21E
21
288358
NPG # 81
2007-0128570
Sec 18 & 19, T6S, R21E
22
288359
NPG # 82
2007-0128571
Sec 18 & 19, T6S, R21E
23
288360
NPG # 83
2007-0128572
Sec 18 & 19, T6S, R21E
24
288361
NPG # 84
2007-0128573
Sec 18 & 19, T6S, R21E
25
288374
NPG # 113
2007-0128621
Sec 23 & 14, T6S, R20E
26
288375
NPG # 114
2007-0128622
Sec 23 & 14, T6S, R20E
27
288376
NPG # 115
2007-0128623
Sec 23 & 14, T6S, R20E
28
288377
NPG # 116
2007-0128624
Sec 23 & 14, T6S, R20E
29
288378
NPG # 117
2007-0128625
Sec 23 & 14, T6S, R20E
30
288379
NPG # 118
2007-0128626
Sec 23 & 14, T6S, R20E
31
288380
NPG # 119
2007-0128627
Sec 23 & 14, T6S, R20E
32
288381
NPG # 120
2007-0128628
Sec 23, 24, 13 & 14, T6S, R20E
33
288382
NPG # 121
2007-0128629
Sec 24 & 13, T6S, R20E
34
288383
NPG # 122
2007-0128630
Sec 24 & 13, T6S, R20E
35
288384
NPG # 123
2007-0128631
Sec 24 & 13, T6S, R20E
36
288385
NPG # 124
2007-0128632
Sec 24 & 13, T6S, R20E
37
288386
NPG # 125
2007-0128633
Sec 24 & 13, T6S, R20E
38
288387
NPG # 126
2007-0128634
Sec 24 & 13, T6S, R20E
39
288388
NPG # 127
2007-0128635
Sec 24 & 13, T6S, R20E
40
288389
NPG # 128
2007-0128636
Sec 24 & 13, T6S, R20E
41
288390
NPG # 129
2007-0128637
Sec 13, T6S, R20E
42
288391
NPG # 130
2007-0128638
Sec 13, T6S, R20E
43
288392
NPG # 131
2007-0128639
Sec 13, T6S, R20E
44
288393
NPG # 132
2007-0128640
Sec 13, T6S, R20E
45
288394
NPG # 133
2007-0128641
Sec 13, T6S, R20E
46
288395
NPG # 134
2007-0128642
Sec 13, T6S, R20E
47
288396
NPG # 135
2007-0128643
Sec 13, T6S, R20E
48
288397
NPG # 136
2007-0128644
Sec 13, T6S, R20E
49
288398
NPG # 137
2007-0128645
S 13 & 14, T6S, R20E
 
 
15
 
 
No.
CAMC
Name of Claim
County Recorder
Sec, Twp, Rng
50
288399
NPG # 138
2007-0128646
Sec 14, T6S, R20E
51
288400
NPG # 139
2007-0128647
Sec 14, T6S, R20E
52
288401
NPG # 140
2007-0128648
Sec 14, T6S, R20E
53
288402
NPG # 141
2007-0128649
Sec 14, T6S, R20E
54
288403
NPG # 142
2007-0128650
Sec 14, T6S, R20E
55
288404
NPG # 143
2007-0128651
Sec 14, T6S, R20E
56
288405
NPG # 144
2007-0128652
Sec 14, T6S, R20E
57
289031
AL # 5
2007-0232888
Sec 27, T5S, R20E
58
289033
AL # 7
2007-0232890
Sec 27, T5S, R20E
59
289035
AL # 9
2007-0232892
Sec 27, T5S, R20E
60
289037
AL # 11
2007-0232894
Sec 27 & 34, T5S, R20E
61
289062
AL # 36
2007-0232919
Sec 27 & 34, T5S, R20E
62
289081
AL # 55
2007-0232937
Sec 35, T5S ,R20E
63
289200
AL # 59
2007-0324865
Sec 2, T6S, R20E
64
289201
AL # 66
2007-0324866
Sec 2, T6S, R20E
65
289202
AL # 93
2007-0324861
Sec 2, T6S, R20E
66
289204
AL # 103
2007-0324863
Sec 2, T6S, R20E
 
 
5.
Uinta County
 
The following unpatented mining claim is situated in an unknown mining district, Uinta County, Wyoming.  The location notice is on record in the office of the County Recorder of Uinta County, Wyoming, and the Bureau of Land Management serial numbers are filed at Cheyenne, Wyoming.
 
No.
WMC
Name of Claim
County Recorder Data
Sec, Twp, Rng (6th P.M.)
1
288321
E 1
144731
Sec 28, T14N, R119W

 
 
16
 
 
Exhibit B

Form of Promissory Note
 
 
17
 

 
 jTHE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.  ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE.  THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF.
 
AMERICAN STRATEGIC MINERALS CORPORATION
 
PROMISSORY NOTE
 
$1,000,000
   
January __, 2012
 
FOR VALUE RECEIVED American Strategic Minerals Corporation, a Nevada corporation (the “Company”), promises to pay to Sagebrush Gold Ltd. (the “Holder”), the principal amount of One Million Dollars ($1,000,000), or such lesser amount as shall equal the outstanding principal amount hereof, payable as follows.  Upon the closing of  one or more private placements of the Company’s securities in which the Company receives gross proceeds of Five Million Dollars ($5,000,000) (the “Initial Financing”), the Company shall pay to the Holder the sum of Five Hundred Thousand Dollars ($500,000).  Following the consummation of  the Initial Financing, upon the closing one or more further private placements of the Company’s securities in which the Company receives gross proceeds of at least an additional One Million Dollars ($1,000,000) (a “Subsequent Financing”), then the Company shall pay to the Holder the  remaining balance of the indebtedness under this Note.  For the avoidance of doubt, the private placement of the Company’s securities that is conducted in conjunction with the share exchange transaction between the Company and American Strategic Minerals Corporation, a Colorado corporation, may qualify as an Initial Financing and any additional closings of such private placement may qualify as a Subsequent Financing, as the case may be. If the Company does not conduct an Initial Financing or a Subsequent Financing, as the case may be, on or before July __, 2012, then this Note shall automatically terminate and any amounts otherwise due hereunder upon the occurrence of such milestone shall no longer be owed.  For the further avoidance of doubt, if the Company conducts an Initial Financing but fails to consummate a Subsequent Financing on or before July __, 2012, then the total amounts due under this Note shall be limited to $500,000.
 
The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder, by the acceptance of this Note, agrees:
 
Event of Default.
 
(a)           For purposes of this Note, an “Event of Default” means:
 
 
18
 
 
(i)  the Company shall default in the payment of principal on this Note; or
 
(ii)  the Company shall fail to materially perform any covenant, term, provision, condition, agreement or obligation of the Company under this Note (other than for non-payment) and such failure shall continue uncured for a period of ten (10) business days after notice from the Holder of such failure; or
 
(iii)  the Company shall (a) become insolvent; (b) admit in writing its inability to pay its debts generally as they mature; (c) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (d) apply for or consent to the appointment of a trustee, liquidator or receiver for it or for a substantial part of its property or business; or
 
(iv)  a trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within thirty (30) days after such appointment; or
 
(v)  any governmental agency or any court of competent jurisdiction at the insistence of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within thirty (30) days thereafter; or
 
(vi)  the Company shall sell or otherwise transfer all or substantially all of its assets; or
 
(vii)  bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings, or relief under any bankruptcy law or any law for the relief of debt shall be instituted by or against the Company and, if instituted against the Company shall not be dismissed within thirty (30) days after such institution, or the Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admit to any material allegations of, or default in answering a petition filed in any such proceeding; or
 
(viii)  the Company shall be in material default of any of its indebtedness that gives the holder thereof the right to accelerate such indebtedness.
 
(b)           Upon the occurrence of an Event of Default, the entire unpaid and outstanding indebtedness  due under this Note shall, at the option of the Holder, be immediately due and payable without notice. Failure to exercise such option shall not constitute a waiver of the right to exercise the same in the event of any subsequent Event of Default.
 
(c)           Upon the occurrence of an Event of Default, this Note shall bear interest at the rate of twelve percent (12%) per annum from the date of the Event of Default.
 
2.           Prepayment.  In addition to the mandatory repayment provisions set forth in the first paragraph of this Note, the Company may prepay this Note at any time, in whole or in part, provided any such prepayment will be applied first to the payment of expenses due under this Note and then, if the amount of prepayment exceeds the amount of all such expenses, to the payment of principal of this Note.
 
 
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3.           Miscellaneous.
 
(a)             Loss, Theft, Destruction or Mutilation of Note.  Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note and delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company and , in the case of mutilation, on surrender and cancellation of this Note (or what remains thereof), the Company shall execute and deliver, in lieu of this Note, a new note executed in the same manner as this Note, in the same principal amount as the unpaid principal amount of this Note and dated the date of this Note.
 
(b)           Payment.  All payments under this Note shall be made in lawful tender of the United States.
 
(c)           Waivers.  The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.
 
(d)           Usury.  In the event that any interest paid on this Note is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.
 
(e)           Waiver and Amendment.  Any provision of this Note may be amended, waived or modified only by an instrument in writing signed by the party against which enforcement of the same is sought.
 
(f)           Notices.  Any notice or other communication required or permitted to be given hereunder shall be in writing sent by mail, facsimile with printed confirmation, nationally recognized overnight carrier or personal delivery and shall be effective upon actual receipt of such notice, to the following addresses until notice is received that any such address or contact information has been changed:
 
To the Company:
 
American Strategic Minerals Corporation
 27745 West Fifth Avenue
Nucla, Co 81424
Attn: Chief Executive Officer
 
To Holder:
 
Sagebrush Gold Ltd.
1640 Terrace Way
Walnut Creek, CA 94597
Attn: President
 
 
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With a copy to:
 
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006
Attn: Harvey Kesner
 
(g)           Expenses; Attorneys’ Fees.  If action is instituted to enforce or collect this Note, the Company promises to pay all reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by the Holder in connection with such action.
 
(h)           Successors and Assigns.  This Note may not be assigned or transferred by the Holder without the prior written consent of the Company.  Subject to the preceding sentence, the rights and obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors, permitted assigns, heirs, administrators and permitted transferees of the parties.
 
(i)           Governing Law; Jurisdiction.  THE PARTIES HEREBY AGREE THAT THIS NOTE IS MADE AND ENTERED INTO IN THE STATE OF NEVADA AND FURTHER AGREE THAT ALL ACTS REQUIRED BY THIS NOTE AND ALL PERFORMANCE HEREUNDER ARE INTENDED TO OCCUR IN THE STATE OF NEVADA. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF  NEVADA WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL AND SUBJECT MATTER JURISDICTION OF THE STATE OR FEDERAL  COURTS OF THE STATE OF  NEVADA OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.  EACH PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT; AND (B) ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. FINAL JUDGMENT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON EACH PARTY DULY SERVED WITH PROCESS THEREIN AND MAY BE ENFORCED IN THE COURTS OF THE JURISDICTION OF WHICH EITHER PARTY OR ANY OF THEIR PROPERTY IS SUBJECT, BY A SUIT UPON SUCH JUDGMENT.
 

 
 
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IN WITNESS WHEREOF, the Company has caused this Note to be executed as of the date first above written by its duly authorized officer.
 
 
AMERICAN STRATEGIC MINERALS CORPORATION
 
By:                                                               
Name:  George Glasier
Title: President and Chief Executive Officer