EX-10
from 10KSB
1 page
American Goldfields Inc. 200-4170 Still Creek Drive Burnaby, B.C. Canada, V5c 6c6 April 20, 2004 Lorne B. Warren President Cjl Enterprises Ltd. Box 662 Smithers B.C., Canada V0j 2n0 Re: Termination of Joint Venture Gentlemen: Reference Is Hereby Made to the Joint Venture Agreement Dated December 28, 2001, as Amended by Joint Venture Agreement - Amendment No. 1 Dated December 17, 2002 (Together, the "Agreement"), by and Between Baymont Explorations Inc., a Subsidiary of Baymont Corporation, a Nevada Corporation N/K/a American Goldfields Inc. (The "Company") and Lorne B. Warren (The "Operator"). Each of the Undersigned Agrees to Terminate the Agreement and Any and All Other Agreements, Arrangements and Understandings Between the Company and the Operator. Execution of This Letter Agreement Shall Serve as Confirmation That as of the Date Hereof, Neither Party Has Any Outstanding Debts, Liabilities or Obligations of Any Nature (Whether Absolute, Accrued, Contingent or Otherwise) Owed to the Other. Each of the Undersigned Agrees to Indemnify and Hold Each Other and Its Respective Officers, Directors, Stockholders, Affiliates, Employees, Agents, Consultants, Representatives and Their Respective Successors and Assigns Harmless From Any Loss, Liability, Claim, Damage, Expense (Including, but Not Limited To, Attorneys' Fees and Expenses) Arising From or in Connection With Any Inaccuracy or Breach of Any of the Foregoing. American Goldfields Inc. /S/ Donald Neal Name: Donald Neal Title: President, CEO Agreed and Acknowledged: /S/ Lorne B. Warren - Lorne B. Warren
12/34/56
