THIS AGREEMENT is made of the 16th day of July, 1998

THIS AGREEMENT is made of the 16th day of July, 1998

BETWEEN:

Tulita District Land Corporation Ltd. of General Delivery, Tulita,
NT, XOE OKO(hereinafter referred to as "the Lessor")

OF THE FIRST PART

- and -

International Frontier Resources Ltd. of Xxxxx 000, 0000 Xxxxx Xxxxxx
X.X., Xxxxxxx, XX, X0X OT9 (hereinafter referred to as "the Lessee")

OF THE SECOND PART

-and -

Northrock Resources Ltd. of Xxxxx 0000, 000 Xxxxxx Xxxxxx X.X.,
Xxxxxxx, XX, X0X 0X0 (hereinafter referred to as "Northrock")

OF THE THIRD PART

-and-

Pacific Royal Ventures Ltd. of 1212, 0000 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX, X0X 0X0 (hereinafter referred to as "Pacific")

OF THE FOURTH PART

-and-

Rodera Diamond Corporation of 1480, 000 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX, X0X 0X0 (hereinafter referred to as "Rodera")

OF THE FIFTH PART

WHEREAS the Lessor granted the Lessee an option to enter into a Freehold Lease and Grant, a copy of which Freehold Lease and Grant is attached hereto and is incorporated as part of this Agreement;

AND WHEREAS the Lessee has exercised the option previously referred to herein and is now the holder of 100% of the interest granted pursuant to the Freehold Lease and Grant;

AND WHEREAS the Freehold Lease and Grant was amended by way of a written agreement dated April 30, 1998, a copy of which is attached hereto;

AND WHEREAS the Freehold Lease and Grant was further amended by way of a written agreement dated July 15, 1998, a copy of which is attached hereto;

AND WHEREAS Article 40 of the Freehold Lease and Grant allows the Lessee to assign portions of its interest to other parties;

AND WHEREAS the Lessee has agreed to assign portions of its interest to Northrock, Pacific and Rodera;

NOW THEREFORE this Agreement witnesseth that in consideration of the sum of $1.00 paid by each party to each of the other four parties, the receipt and sufficiency of which is hereby acknowledged, and other good and valuable consideration, the parties hereto agree as follows:

1. The Lessor agrees that the Lessee, Northrock, Pacific and Rodera are now the Lessees pursuant to the Freehold Lease and Grant as tenants in common, in amounts that will be determined by the Lessee, Northrock, Pacific and Rodera.

2. The Lessee, Northrock, Pacific and Rodera agree to be bound by all of the terms of the Freehold Lease and Grant and further agree that they are jointly and severally liable for any payments due thereunder to the Lessor.

3. The addresses for Notices for Northrock, Pacific and Rodera are as follows:

Northrock:

Northrock Resources Ltd.
Xxxxx 0000, 000 Xxxxxx Xxxxxx X.X.
Xxxxxxx, XX X0X 0X0
Attention: Mr. Xxxx Xxx

Fax: 0-000-000-0000

Pacific:

Pacific Royal Ventures Ltd.
1212, 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Attn: Mr. Xxxxx Xxxxxxxx

Fax: (000)000-0000

Rodera:

Rodera Diamond Corporation
1480, 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Attn: Xx. Xxxxx Xxxxxx

Fax: (000)000-0000.

4. This Agreement will be governed by and construed in accordance with Northwest Territories laws and applicable Canadian laws and will be treated in all respects as a Northwest Territories contract.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date and year above written.

Tulita District Land Corporation Ltd. International Frontier Resources Ltd.

/s/ "Xxxxxx Yakeleya"

Pacific Royal Ventures Ltd.

Per: /s/ "Xxxxx Xxxx"

Northrock Resources Ltd.

Per: /s/ "Xxxxx X. Xxxxxxxxx"

Xxxxx X. Xxxxxxxxx

Chief operating officer

International Frontier Resources Ltd.

/s/ "Xxx Xxxxxxx"

Rodera Diamond Corporation

/s/ "Xxxxxx Xxxxxx"