Mustang Alliances, Inc. 410 Park Avenue, 15th Floor New York, New York 10022 July25, 2011

(i)  

upon execution of this letter agreement, 100,000 shares of restricted common stock of the Company, par value $0.0001 per share (“Common Stock”);

(ii)  

a consulting fee for the first 12 months of this engagement in the amount of $120,000, payable 60% in cash and 40% in shares of Common Stock. The cash portion shall be paid monthly, and the shares, which shall be valued by reference to the last reported sales price for the Common Stock on the day prior to the first day of each month, will be issued on January 1st and June 1st.  Notwithstanding, if the Company raises at least $2,500,000 in equity financing, all of such fee shall be payable in cash.  Such consulting fee shall be increased to $180,000 commencing on the first anniversary of the date hereof and shall be further increased to $240,000 per each 12-month period thereafter if the Company’s mines produce at least 12,000 ounces per annum;

(iii)  

on each anniversary of the date hereof, a grant of  a 10-year option (“Option”) to purchase an aggregate of 120,000 shares of Common Stock at an exercise price of $0.50 per share, half of the Option shall vest on January 1 and half on June 1 following such grant date. Upon termination of this agreement, you have 30 days to exercise any Options vested prior to such termination.

(iv)  

as a one-time bonus, an option to purchase (i) an aggregate of 250,000 shares at an exercise price of $0.50 per share, which option shall vest and be exercisable upon the production by the Company’s mines of 12,000 ounces; (ii) an aggregate of 250,000 shares at an exercise price of $0.50 per share, which option shall vest and be exercisable upon the production of  24,000 ounces and (iii) an aggregate of 500,000 shares at an exercise price of $0.50 per share, which option shall vest and be exercisable upon the production of 48,000 ounces.  Such option shall be exercisable for 30 days following termination of this agreement.