bancroft8k052208ex10-2.htm


    
      

      

    

    Exhibit 10.2


    CONSULTING
AGREEMENT

     

    This
Consulting Agreement (“Agreement”) is between BANCROFTBancroft
Uranium, Inc. (“BANCROFT”), and Robert
McIntosh having a place of business as set forth below (“Contributor”).  This
Agreement is effective as of May 22, 2008 (the “Effective Date”).

     

    Whereas
BANCROFT and Contributor desire to create a consulting relationship in
connection with certain services to be provided by Contributor to BANCROFT, as
described below, the parties agree as follows:

     

    


     

    1.       Work and
Compensation.  Contributor agrees to perform the work set forth
in Exhibit
A (“Statement of
Work”) and to provide any work product resulting therefrom to
BANCROFT.  Contributor will be paid compensation in the amount and at
the times set forth in Exhibit
B, subject to timely submission of any deliverables in accordance with
the schedule in the applicable Statement of Work.  Unless other terms
are set forth in Exhibit B, BANCROFT
will pay Contributor for services within thirty (30) days of the date of receipt
of Contributor’s detailed invoice.  Contributor will provide BANCROFT
with reasonable documentation and work description in connection with
Contributor’s invoices, as requested by BANCROFT.

     

    2.       Term.

     

    2.1            Completion of Services.  This
Agreement will become effective on the Effective Date and will continue in
effect until completion of the Statement of Work as set forth in Exhibit A or any
subsequent Statements of Work as set forth in Section 2.2, unless terminated
earlier as set forth in Section 7.1.

     

    2.2            Subsequent Statements of
Work.  Contributor and BANCROFT may from time to time execute
subsequent Statements of Work in the form of Exhibit
D, each of which will be deemed to be part of this Agreement upon the
earlier of (a) the date of mutual execution of the subsequent Statement of Work
or (b) the date when Contributor commences any work described on a subsequent
Statement of Work that has been duly executed by BANCROFT.  To the
extent any terms set forth on any subsequent Statement of Work conflict with the
terms of this Agreement, the terms on the Statement of Work will prevail, but
only with respect to the subject work described therein.

     

    3.       Responsibilities.  Contributor
will perform and promptly complete the Statement of Work set forth in Exhibit A in a
professional and timely manner consistent with industry standards at a location,
place and time that Contributor deems appropriate.  Contributor, in
its sole discretion, will determine the manner, method, details and means of
performing work under a Statement of Work.  Except as otherwise
indicated on Exhibit B attached hereto, Contributor will provide its own
equipment, tools, and other materials at its own expense in performing work
under the Statement of Work.

     

    3.1            Acceptance or Rejection of
Work.  Although much of the work that the Contributor will
perform, will include providing geological information to subcontractors,
drilling staff, potential strategic partners and liaison work with various
geological and extraction firms employed by BANCROFT, it is also possible that
Contributor’s work will be submitted to BANCROFT in written form.  In
such a case, upon Contributor’s submission of the work product, BANCROFT will,
in its sole discretion, accept or reject all or part of the work product or
return it to Contributor with suggested changes.  Contributor
acknowledges that if the unaccepted portion of the work product contains any
Confidential Information or BANCROFT Materials, then BANCROFT will retain sole
and exclusive ownership of such property, and Contributor will either return the
unaccepted work product to BANCROFT or provide BANCROFT with satisfactory
evidence that the unaccepted work product has been destroyed.

     

    3.2            Modification of Work
Product.  If BANCROFT requires a change to the work product,
for instance because it desires to modify the scope of Contributor’s mining or
geological report or because it requires additional information, it will notify
Contributor of the requested change and the due date for resubmitting the
revised work product.  BANCROFT may accept or reject all or part of
the corrected work product at its sole discretion.  BANCROFT will have
no obligation to return any accepted work product to Contributor.

     

    4.       Ownership
of Property.

     

    4.1            Works Assigned to
BANCROFT.  Contributor will promptly make full disclosure to
BANCROFT, will provide and deliver to BANCROFT, will hold in trust for the sole
right and benefit of BANCROFT, and will assign, and does hereby assign, to
BANCROFT all Contributor’s right, title and interest in and to any and all
inventions, original works of authorship, developments, designs, improvements,
trade secrets and other work product related to any Statements of Work,
including tangible embodiments thereof, which Contributor may solely or jointly
conceive, develop, make or reduce to practice, at any time during the term of
this Agreement, together with all patent, copyright, trademark and other rights,
including tangible embodiments thereof, that Contributor has or may acquire in
all countries arising in performance of any Statement of Work (collectively, the
“Works”).

     

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    BANCROFT Consulting Agreement

     

    4.2            Intellectual Property Rights
Registration. Although the nature of the services Contributor will be
performing are not generally of the sort that product intellectual property
rights, it is conceivable that the services rendered by Contributor will produce
innovations within the field of mineral extraction, including processes, methods
of extraction and terminology and brand names associated with these processes
and methods, which could also include software designs or algorithms which
improve the efficiency of mineral extraction.  Some of these processes
or methods may be patentable or otherwise
protectable.   Contributor agrees to assist BANCROFT in every
lawful way to obtain, prepare and prosecute applications for letters patent,
trademark, mask work and copyright registrations covering the Works assigned
hereunder to BANCROFT, in order to perfect BANCROFT’s title to the Works, and to
protect and enforce BANCROFT’s rights in the Works in the U.S. or foreign
countries, including promptly executing additional separate assignment(s) for
any of the Works, whenever requested by BANCROFT.  Such obligations
will continue beyond the completion of the Statement of Work and beyond the
termination of this Agreement, but BANCROFT will compensate Contributor at a
reasonable rate for time actually spent by Contributor at BANCROFT’s request on
such assistance after such termination.  If BANCROFT is unable for any
reason to secure Contributor’s signature to apply for or to pursue any
application for any U.S. or foreign letters patent, trademark, mask work or
copyright registrations covering Work assigned to BANCROFT, then Contributor
hereby irrevocably designates and appoints BANCROFT and its duly authorized
officers and agents as Contributor’s agent and attorney-in-fact, to act for and
in Contributor’s behalf and stead to execute and file any such application and
to do all other lawfully permitted acts to further the prosecution and issuance
of letters patent, trademark, copyright or mask work registrations with the same
legal force and effect as if executed by Contributor.

     

    4.3            Other Rights.  If
Contributor has any rights to any Works that cannot be assigned to BANCROFT,
Contributor unconditionally and irrevocably waives the enforcement of such
rights, and all claims and causes of action of any kind against BANCROFT with
respect to such rights, and agrees, at BANCROFT’s request and expense, to
consent to and join in any action to enforce such rights.  If
Contributor has any right to any Works that cannot be assigned to BANCROFT or
waived by Contributor, Contributor unconditionally grants to BANCROFT during the
term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully paid
and royalty-free license, with rights to sublicense through multiple levels of
sublicensees, to reproduce, create derivative works of, distribute, publicly
perform and publicly display by all means now known or later developed, such
rights and tangible embodiments thereof.

     

    4.4            Exceptions to
Assignments.  Contributor understands that the provisions of
this Agreement requiring assignment to BANCROFT do not apply to any invention as
to which Contributor can prove the following:  (a) no equipment,
supplies, facility or trade secret of BANCROFT was used in its development and
(b) it does not relate to the Statement of Work or to BANCROFT’s actual or
demonstrably anticipated research and development, and does not result from any
work performed by Contributor for BANCROFT.  Contributor will advise
BANCROFT promptly in writing of the existence and general nature of (but not any
confidential subject matter of) any inventions that Contributor believes meet
the criteria in this Section 4.4, and if so requested, the subject matter of the
invention and all evidence necessary to substantiate such belief.

     

    5.       Representations
and Warranties.  Contributor hereby represents and warrants
with respect to each Work and to the services Contributor provides hereunder
that Contributor is a qualified, trained geologist, skilled in the type of
services provided under this Agreement.  Any Works or other reports
produced under this Agreement are prepared in a manner consistent with industry
best practices throughout the field of mineral extraction.  BANCROFT
relies on, and Contributor represents that BANCROFT can rely on Contributor’s
expertise in the field of Geology generally and mineral extraction in
particular.  It is the understanding of BANCROFT that Contributor will
personally perform the services required under this
Agreement.  However, If Contributor uses third parties to create any
products or to perform any services related to the Work, then Contributor
represents and warrants that Contributor has (I) obtained all of the necessary
rights to the Work from all such third parties to the same extent as warranted
above and (II) caused such third parties to enter into confidentiality
agreements that contain the same language as contained in this Agreement with
respect to protecting BANCROFT’s Confidential Information.

     

    6.       Indemnification. Contributor
will indemnify and hold harmless BANCROFT, its parents, stockholders, officers,
directors, employees, sub-licensees, customers and agents (collectively the
“Indemnified Parties”)
from any and all claims, losses, liabilities, damages, expenses and costs
(including attorneys’ fees and court costs) that result from a breach of any
representation or warranty of Contributor (a “Claim”) set forth in Section 5
of this Agreement.

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    BANCROFT Consulting Agreement

     

    
      7.      
Termination.

    

     

    7.1            Termination.  This
Agreement may be terminated by BANCROFT with or without cause, effective upon
delivery of written notice.  Contributor may terminate this Agreement
for any reason on seven (7) days’ written notice to BANCROFT or such longer
period as may be specified in the attached exhibits.  In the event
that Contributor gives notice of termination during the performance of the
Statement of Work, the terms of the Agreement will govern completion, acceptance
and payment by BANCROFT for any work product.

     

    7.2            Return of
Materials.  Following any notice of termination of this
Agreement given pursuant to Section 7.1 or upon expiration of the term of this
Agreement, Contributor will fully cooperate with BANCROFT in all matters
relating to the winding up of Contributor’s pending work on behalf of BANCROFT
and the orderly transfer of any work or documents to
BANCROFT.   Contributor agrees that, at the time of terminating
Contributor’s engagement with BANCROFT and at any other time BANCROFT requests,
Contributor will deliver to BANCROFT any and all devices, materials, software,
records, data, notes, reports, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, equipment, other documents or property, or
reproductions of any aforementioned items (in whole or in part) belonging to
BANCROFT, its successors, or assigns, or embodying BANCROFT’s Confidential
Information or work product developed under this Agreement (collectively “BANCROFT
Materials”).  Contributor may not retain any BANCROFT Materials
without the written authorization of an authorized BANCROFT
officer.

     

    7.3            BANCROFT Materials.
Contributor agrees it will not use BANCROFT Materials for any purpose other than
in performance of the Statement of Work.  Upon termination,
Contributor agrees to sign and deliver the “Termination Certification” attached
hereto as Exhibit
C. Contributor will not, during or after Contributor’s engagement with
BANCROFT, deliver or transfer to any person, or use, without written
authorization by an authorized BANCROFT officer any BANCROFT Materials or other
property owned by BANCROFT.

     

    8.        Confidential
Information.

     

    8.1            BANCROFT Confidential
Information.  The term “Confidential Information” will be
deemed to include all information obtained by Contributor from BANCROFT or
disclosed to Contributor by BANCROFT, or which Contributor learned of or
developed during the term of and in connection with Contributor’s engagement,
which relates to BANCROFT’s past, present, and future research, product
development or business activities or the results of such
activities.  In particular, Confidential Information will be deemed to
include any trade secret, idea, process, invention, improvement, know-how,
information, characters, story lines, prices, technique, algorithm, computer
program (source and object codes), database, design, drawing, formula or test
data, relating to any research project, work in process, future development,
engineering, manufacturing, marketing, servicing, financing or personnel matter
relating to BANCROFT, its present or future products, sales, suppliers, clients,
customers, employees, consultants, investors, licensees, licensors or business,
whether in oral, written, graphic or electronic form, as well as any other
information that BANCROFT labels or deems Confidential
Information.  Confidential Information will not include information
that Contributor can demonstrate by written record was previously known to
Contributor or publicly disclosed without breach of an obligation of
confidentiality, either prior or subsequent to Contributor’s receipt of such
information.

     

    8.2            Promise Not to
Disclose.  Contributor agrees, at all times during the term of
this Agreement and thereafter, to hold in strictest confidence, and not to use
or disclose to any person, firm or corporation without written authorization of
an authorized officer of BANCROFT, any Confidential Information, except such use
and disclosure as is necessary in carrying out Contributor’s work for BANCROFT
and authorized in writing by BANCROFT.  Contributor does not hereby
receive any implied or granted rights or licenses to trademarks, inventions,
copyrights or patents of BANCROFT or any third parties.  All
Confidential Information (including all copies thereof) will at all times remain
the property of BANCROFT and will be returned to BANCROFT after the
Contributor’s need for it has expired, or upon request by BANCROFT.

     

    8.3            Former and Current Client
Information.  Contributor agrees that Contributor will not,
during Contributor’s engagement with BANCROFT, improperly use or disclose any
proprietary information or trade secrets of third parties, such as Contributor’s
other employers, clients or companies through which Contributor has access to
such information, if any.  Contributor will not bring onto the
premises of BANCROFT or use in the performance of the Statement of Work, any
unpublished documents or any property belonging to third parties, such as
Contributor’s former employers, clients or customers, if any, unless consented
to in writing by such party and such consents are submitted to
BANCROFT.

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    BANCROFT Consulting Agreement

     

    8.4            Third Party
Information.  Contributor recognizes that BANCROFT may have
received and in the future may receive from third parties their confidential or
proprietary information subject to certain duties on BANCROFT’s part to maintain
the confidentiality of such information and to use it only for certain limited
purposes.  Contributor agrees that Contributor owes BANCROFT and such
third parties, during the term of Contributor’s engagement and thereafter,
whatever duty exists between BANCROFT and such third parties to hold all such
confidential or proprietary information in the strictest confidence and not to
disclose it to any person, firm, or corporation (except as necessary in carrying
out Contributor’s work for BANCROFT consistent with BANCROFT’s agreement with
such third party) or to use it for the benefit of anyone other than for BANCROFT
or such third party (consistent with BANCROFT’s agreement with such third party)
without written authorization of an authorized officer of BANCROFT.

     

    9.        Assignment.  The
rights and obligations of Contributor may be assigned upon written notice to
BANCROFT thereof, provided that, in BANCROFT’s sole discretion and judgment,
such an assignee is acceptable to BANCROFT.  The rights and
obligations of BANCROFT under this Agreement will inure to the benefit of and
will be binding upon the successors and assignees of BANCROFT.

     

    10.      Conflicting
Work.  Contributor agrees that, during the term of this
Agreement, Contributor will not engage in any other work, consulting, or other
business activity that would create a conflict of interest with Contributor’s
obligations to BANCROFT under this Agreement with BANCROFT.

     

    11.      Independent
Contractor Relationship.  Contributor’s relationship with
BANCROFT will be that of an independent contractor and nothing in this Agreement
should be construed to create a partnership, joint venture, or employer-employee
relationship.  Contributor is not the agent of BANCROFT and is not
authorized to make any representation, contract, or commitment on behalf of
BANCROFT.  If Contributor is an individual, then he or she will not be
entitled to any of the benefits which BANCROFT may make available to its
employees, including, but not limited to, group insurance, stock option plans,
profit-sharing or retirement benefits.  If applicable, BANCROFT will
regularly report amounts paid to Contributor by filing Form 1099-MISC with the
Internal Revenue Service, as required by law.  Because Contributor is
an independent contractor, BANCROFT will not withhold or make payments for
social security, make unemployment insurance or disability insurance
contributions, or obtain worker’s compensation insurance on Contributor’s
behalf.  Contributor will be solely responsible for, and agrees to
accept exclusive liability for, complying with all applicable foreign, federal
and state laws governing self-employed individuals, including obligations such
as payment of taxes, social security, disability and other contributions based
on fees paid to Contributor or its agents under this
Agreement.  Contributor hereby agrees to indemnify and hold harmless
the Indemnified Parties against any and all such taxes or contributions,
including penalties and interest.

     

    12.      Governing
Law.  This Agreement will be governed and construed in
accordance with the laws of the State of Nevada as applied to transactions
taking place wholly within Nevada between Nevada residents.  In the
event of a dispute, the parties agree to mediate in good faith before a neutral
third party agreeable to both parties prior to instituting any legal action
other than injunctive relief, such mediation to take place in the Clark County,
Nevada.  Contributor hereby expressly consents to the exclusive
personal and subject-matter jurisdiction of the state and federal courts located
in the Clark County, Nevada, for any dispute arising from or related to this
Agreement.

     

    13.      Survival. Any respective
obligations of Contributor or BANCROFT hereunder which by their nature would
continue beyond the termination, cancellation or expiration of this Agreement
will survive such termination, cancellation or expiration, including but not
limited to the obligations set forth in the following
provisions:  Section 4, Section 5, Section 6,
Section 7, Section 8, Section 11, Section 12,
Section 13, Section 14, Section 16 and
Section 18.

     

    14.      Entire
Agreement; Amendment.  This Agreement together with any
subsequent Statements of Work hereunder constitutes the entire agreement between
the parties regarding the services rendered by Contributor to BANCROFT, and this
Agreement supersedes all prior or contemporaneous agreements, commitments,
representations, writings, and discussions between BANCROFT and Contributor,
whether oral or written.  This Agreement may be amended only by a
writing executed by Contributor and an authorized officer of
BANCROFT.  Contributor expressly acknowledges that Contributor has
read the terms of this Agreement, has had the opportunity to discuss those terms
with his or her own legal counsel, and understands that this is a legally
binding contract.

     

    15.      Notices.  Any
notice, request, demand or other communication hereunder will be in writing and
will be deemed to be duly given (a) upon actual receipt when personally
delivered to an officer of BANCROFT or to Contributor, as the case may be, (b)
three days after deposit in the U.S. Mail by certified or registered mail,
return receipt requested with postage prepaid, or (c) upon actual receipt or two
days after being sent by reputable international overnight courier, delivery
fees prepaid; in each case addressed to the addresses set forth on the signature
page of this Agreement or to such other address as either party may specify by
notice to the other as provided in this section.

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    BANCROFT Consulting Agreement

     

    16.      Interpretation;
Severability.  Section and other headings contained in this
Agreement are for reference only and will not affect the meaning or
interpretation of this Agreement.  If any provision of this Agreement
is considered unclear or ambiguous, it will not be construed against the party
that drafted the provision, but instead will be construed to effectuate the
intent of both parties as expressed in this Agreement. 
Should any valid federal or state law or final determination of any
administrative agency or court of competent jurisdiction invalidate or otherwise
affect any provision of this Agreement, any provision so affected will be
conformed automatically and to the extent possible to the law or determination
in question and enforced insofar as possible consistent with the intent of the
parties, and in all events the remaining provisions of this Agreement will
continue in full force and effect.

     

    17.      Counterparts.
This Agreement may be executed in counterparts, each of which will be
deemed to be an original.

     

    18.      Attorneys’
Fees. If an action is brought to interpret or enforce the terms of this
Agreement, the prevailing party will be entitled to recover from the
non-prevailing party, in addition to all other remedies at law and equity, all
costs and expenses incurred by the prevailing party with respect to such action,
including but not limited to attorneys’ fees, costs and
disbursements.

     

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    BANCROFT Consulting Agreement

     

    In Witness
Whereof, the parties hereto have caused this Consulting Agreement to be
duly executed as of the first date written above.

    


    
      	
              BANCROFTBancroft
      Uranium, Inc.:

            	 	
              Contributor:

            
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	
              /s/ P. Leslie Hammond

            	 	
              /s/ Robert McIntosh

            
	
              Signature

            	 	
              Signature

            
	 
      	 	 
      
	
              P. Leslie Hammond

            	 	
              Robert McIntosh

            
	
              Name
      (please print)

            	 	
              Name
      (please print)

            
	 
      	 	 
      
	
              Chief Executive Officer

            	 	
              Consultant

            
	
              Title

            	 	
              Title

            
	 
      	 	 
      
	
              May 22, 2008

            	 	
              May 22, 2008

            
	
              Date

            	 	
              Date

            
	 
      	 	 
      
	 
      	 	 
      
	
              Address
      for Notices:

            	 	
              Address
      for Notices:

            
	
              BANCROFT

            	 	 
      
	
              Bancroft
      Uranium, Inc.

            	 	
              [address omitted]

            
	
              8655
      East Via de Ventura

            	 	
              ____________________________

            
	
              Scottsdale,
      AZ  85258

            	 	
              ____________________________

            
	
              Phone:  (480)346-1460

            	 	
              ____________________________

            
	
              Attention:  President
      & CEO

            	 	
              ____________________________

            


    

    


    


    Attachments:

    Exhibit A—Statement of Work and
Project Schedule

    Exhibit B—Payment
Schedule

    Exhibit C—Contributor Termination
Certification

    Exhibit D—Form of Subsequent
Statement of Work

    


    


    


    


    


    


    


    


    


    


    Signature
Page to

    BANCROFT
Consulting Agreement

    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    BANCROFT Consulting Agreement

     

    EXHIBIT
A

    


    STATEMENT
OF WORK and PROJECT SCHEDULE

    


    
      	
               
      

            	
              1.

            	
              Title
      of Project: Business Strategy, External Marketing, Business Development,
      Public Awareness and Enterprise Licensing Customer Acquisition Project and
      Development of Licensing Business Model and Intellectual Property
      Library

            


    

    


    
      	
               
      

            	
              2.

            	
              Scope
      of Work:  For the purpose of this Statement of Work, “Project”
      means that within

            


    

    
      	
               
      

            	
              One
      Hundred Eighty (180) days, Contributor will be responsible for creating
      and performing the following deliverables and services pursuant to the
      schedules and conditions herein
described:

            


    

    


    
      	
               
      

            	
              a.

            	
              Scheduling,
      agenda, research, protocols, procedures and facilitation for three
      strategic retreats for BANCROFT consultants and staff to form strategic
      business plan to achieve marketing and business development
      goals

            


    

     

    
      	
               
      

            	
              b.

            	
              Develop
      interim detailed business plans based on the first two retreats, together
      with an integrated, comprehensive business plan based on the third retreat
      and two previous plans

            


    

     

    
      	
               
      

            	
              c.

            	
              Coordination
      with trademark, patent counsel and corporate counsel regarding all
      elements of intellectual property protection
  strategy

            


    

     

    
      	
               
      

            	
              d.

            	
              Complete,
      comprehensive research on the top 100 worldwide potential enterprise
      licensees, including data regarding scope of audio and video assets;
      current policy of monetization of assets, current search strategy if any;
      proposed BANCROFT sales strategy, priority as a sales target; contact
      information and surveys of at least 5 indivdual employees from each
      organization, for a total of 500 surveys and comprehensive, appropriate
      summary related thereto.

            


    

     

    
      	
               
      

            	
              e.

            	
              A
      complete pricing survey regarding BANCROFT licensing fees and license
      agreement strategy together with appropriate focus group testing and
      validation

            


    

     

    
      	
               
      

            	
              f.

            	
              A
      complete guerilla marketing strategy to propel BANCROFT to prominence and
      attention within the enterprise licensing base together with a detailed
      comprehensive plan complete with budgets and
  timelines

            


    

     

    
      	
               
      

            	
              g.

            	
              The
      hiring of an appropriate publicist and the development, including budgets
      and timelines of a public awareness campaign in each of the top 10
      international markets for BANCROFT enterprise
  clients

            


    

     

    
      	
               
      

            	
              h.

            	
              Identification
      of at least 50 targets for signficiant business development partnership
      along with a comprehensive and detailed proposal for the top 10 targets
      and including confirming surveys for the proposal for at least 5 employees
      from each of the top 10 targets or 50
employees

            


    

     

    
      	
               
      

            	
              i.

            	
              The
      development of comprehensive training materials for BANCROFT’s Enterprise
      Sales Staff, including conducting and attending at least 2 full training
      seminars and the development of supporting coaching
    materials

            


    

     

    
      	
               
      

            	
              3.

            	
              Services
      to be Provided:  Contributor will be responsible for completing
      the Project and providing all services necessary to accomplish the above
      goals, including:

            


    

    


    
      	
               
      

            	
              a.

            	
              Continue
      to support BANCROFT’s Sales and Business Development Department with
      information necessary to develop targeted sales
  levels.

            


    

    
      	
               
      

            	
              b.

            	
              All
      fees and costs associated with any retreats or sales training
      sessions.

            


    

    
      	
               
      

            	
              c.

            	
              Methodology
      for conducting appropriate external surveys  This
      includes:

            


    

    


    
      
        
           


        

        
          Exhibit
A, Page 1

          
            

          

        

        
           


        

      

    

    BANCROFT Consulting Agreement

     

    
      	
               
      

            	
              i.

            	
              a
      written survey script which has been professionally vetted by at least 2
      other concurring expert opinions in the
field

            


    

    
      	
               
      

            	
              ii.

            	
              daily
      contact and daily office visits with BANCROFT personnel to support sales
      efforts

            


    

    
      	
               
      

            	
              iii.

            	
              any
      research assistance or secretarial assistance required to carry out the
      goals of the project

            


    

    
      	
               
      

            	
              iv.

            	
              any
      consultations with domain experts necessary to accomplish the project
      goals

            


    

    
      	
               
      

            	
              v.

            	
              any
      applicable travel expenses

            


    

    
      	
               
      

            	
              d.

            	
              Final
      report or PowerPoint presentation summarizing the above results, which
      includes identifying potential trouble areas and competitive weaknesses.
      The report also includes the issues and recommendations in approach for
      dealing with such difficulties together with a budget and anticipated
      timeline for the first 18 months of BANCROFT
  operation.

            


    

    


    
      	
            	
              4. 

            	
              Project
      Dates:

              Project
      start date:  4/26/05

              Project
      completion
date:  10/26/05

            


    

    


    
      	
            	
              5. 

            	
              Deliverables
      and Due Dates:  The table below summarizes the deliverables
      (“Deliverables”) for which Contributor is responsible and the date by
      which each Deliverable is due.

            


    

    


    
      
        
           


        

        
          Exhibit
A, Page 2

          
            

          

        

        
           


        

      

    

    BANCROFT Consulting
Agreement

     

    
      	
              Deliverable
      Due Date

            	
              Corresponding
      Milestone No.

            	
              Deliverable

              No.

            	
               

              Deliverable

            
	
              6/28

            	
              Milestone
      1

            	
              1

            	
              Signing
      of BANCROFT’s Consulting Agreement.

            
	
              6/28

            	
              Milestone
      1

            	
              2

            	
              Scheduling,
      agenda, research, protocols and procedures for three strategic retreats
      for BANCROFT consultants and staff to form strategic business plan to
      achieve marketing and business development goals

            
	
              6/28

            	
              Milestone
      1

            	
              3

            	
              Coordination
      with trademark, patent counsel and corporate counsel regarding all
      elements of intellectual property protection strategy

            
	
              7/21

            	
              Milestone
      1

            	
              4

            	
              A
      comprehensive field survey together with a written survey script which has
      been professionally vetted by at least 2 other concurring expert opinions
      in the field

            
	
              7/12

            	
              Milestone
      2

            	
              5

            	
              Facilitate
      First Strategic Retreat

            
	
              7/21

            	
              Milestone
      2

            	
              6

            	
              A
      complete pricing survey regarding BANCROFT licensing fees and license
      agreement strategy together with appropriate focus group testing and
      validation

            
	
              7/23

            	
              Milestone
      2

            	
              7

            	
              A
      complete guerilla marketing strategy to propel BANCROFT to prominence and
      attention within the enterprise licensing base together with a detailed
      comprehensive plan complete with budgets and timelines

            
	
              7/26

            	
              Milestone
      3

            	
              8

            	
              Facilitate
      Second Strategic Retreat

            
	
              7/26

            	
              Milestone
      3

            	
              9

            	
              The
      hiring of an appropriate publicist and the development, including budgets
      and timelines of a public awareness campaign in each of the top 10
      international markets for BANCROFT enterprise clients

            
	
              7/26

            	
              Milestone
      3

            	
              10

            	
              Identification
      of at least 50 targets for signficiant business development
      partnership

            
	
              7/30

            	
              Milestone
      3

            	
              11

            	
              The
      development of comprehensive training materials for BANCROFT’s Enterprise
      Sales Staff

            
	
              8/16

            	
              Milestone
      4

            	
              12

            	
              Facilitate
      third strategic retreat

            
	
              8/16

            	
              Milestone
      4

            	
              13

            	
              Develop
      interim detailed business plans based on the first two retreats, together
      with an integrated, comprehensive business plan based on the third retreat
      and two previous plans

            
	
              8/16

            	
              Milestone
      4

            	
              14

            	
              a.           First
      Sales Training Seminar

              b.           ,
      F

            
	
              8/16

            	
              Milestone
      4

            	
              15

            	
              Complete,
      comprehensive research on the top 100 worldwide potential enterprise
      licensees, including data regarding scope of audio and video assets;
      current policy of monetization of assets, current search strategy if any;
      proposed BANCROFT sales strategy, priority as a sales target; contact
      information and surveys of at least 5 indivdual employees from each
      organization, for a total of 500 surveys and comprehensive, appropriate
      summary related thereto.

            
	
              8/16

            	
              Milestone
      4

            	
              16

            	
              Second
      Sales Training Seminar

            
	
              8/16

            	
              Milestone
      5

            	
              17

            	
              Comprehensive
      document regarding advice received from domain experts

            
	
              8/16

            	
              Milestone
      5

            	
              18

            	
              A
      comprehensive and detailed proposal for the top 10 business development
      targets

            
	
              8/22

            	
              Milestone
      5

            	
              19

            	
              Confirming
      surveys for the proposal for at least 5 employees from each of the top 10
      business development targets or 50 employees

            
	
              10/15

            	
              Milestone
      6

            	
              20

            	
              Final
      report or PowerPoint presentation summarizing the above results, which
      includes identifying potential trouble areas and competitive weaknesses.
      The report also includes the issues and recommendations in approach for
      dealing with such difficulties together with a budget and anticipated
      timeline for the first 18 months of BANCROFT operation.

            
	
              10/26

            	
              Milestone
      6

            	
              21

            	
              All
      appropriate releases, assignments, signatures and termination certificates
      delivered

            


    

    


    


    
      
        
           


        

        
          Exhibit
A, Page 3

          
            

          

        

        
           


        

      

    
BANCROFT Consulting Agreement

     

    All
Deliverables must be completed by Contributor in the time frame specified above
in order to maintain the herein mutually agreed upon schedule and budget.
Contributor will make all reasonable business efforts to adhere to all scheduled
dates regardless of delays.

    


    6.        Approvals
and Feedback. All Contributor Deliverables associated with the Project will be
subject to approval and acceptance by BANCROFT
(“Approvals”).  Approvals are based on BANCROFT’s standards and
subject to BANCROFT’s sole discretion. In the event that BANCROFT denies an
Approval, BANCROFT will submit to Contributor a detailed written description of
why an Approval was withheld and recommend a course of action and required fixes
(“Feedback”), all of which Contributor will be responsible for implementing as a
prerequisite for receiving Approvals.  Deliverables that do not
receive Approvals will be modified by Contributor to comply with Feedback and
resubmitted to BANCROFT for Approvals.  This process will repeat
itself until all Deliverables comply with Feedback.  Project shall not
be deemed complete until Contributor receives all the scheduled BANCROFT
Approvals.

    


    7.        Points
of Contact. Each Party will provide a single point of contact that will have the
authority to communicate all final decisions, which will be deemed final and
official (“Primary Contact”). For the purpose of this SOW, Primary Contacts for
each party will be:

    


    
      	
              Primary
      Contributor Contact:

            	
              Primary
      BANCROFT Contact:

            
	
              Name:
      Alex Rainard

            	
              Name:
      Jenifer Osterwalder

            
	
              Title:
      Consultant

            	
              Title:
      CEO

            
	
              Phone:
      [information omitted]

            	
              Phone:
      (206) 274-5107

            
	
              Fax:

            	
              Fax:

            
	
              E-Mail:

            	
              E-Mail:
      jenifer_osterwalder@yahoo.com

            


    

    


    For
record-keeping purposes only, the alternate contact person for each party will
be:

    


    
      	
              Alternate
      Contributor Contact:

            	
              Alternate
      BANCROFT Contact:

            
	
              Name:

            	
              Name:

            
	
              Title:

            	
              Title:

            
	
              Phone:

            	
              Phone:

            
	
              Fax:

            	
              Fax:

            
	
              E-Mail:

            	
              E-Mail:

            


    

    


    


    


    


    
      
        
           


        

        
          
            Exhibit
A, Page 4

          

          
            

          

        

        
           


        

      

    

    BANCROFT Consulting Agreement

     

    EXHIBIT
B

    


    COMPENSATION

    


    AMOUNT
AND PAYMENT SCHEDULE

     

    Payment
will be due by BANCROFT to Contributor in the amounts and at the dates set out
below per the achievement of each milestone.  In addition, the
Contributor will be granted an additional 700,000 options to purchase BANCROFT
common shares at an exercise price equal to the closing price as quoted on the
OTC bulletin board for BANCROFT’s common shares as of the date of this
agreement.    These shares shall not vest over time, but
rather shall vest according to the achievement of milestones as indicated on the
table below.  Payments will be due and payable upon Contributor
reaching the Specific Project Milestones set forth in the table
below:

    


    
      	
              Specific
      Project Milestones

            	
              Associated
      Deliverable

            	
              Target
      Dates

            	 	
              Payment

            	 	 	
              Vested
      Shares

            	 
	
              Milestone
      1

            	
              1,
      2 and 3

            	
              4/28/05

            	 	$	15,000	 	 	 	150,000	 
	
              Milestone
      2

            	
              4,
      5 and 6

            	
              6/21/05

            	 	$	15,000	 	 	 	150,000	 
	
              Milestone
      3

            	
              7,8,
      9, 10, and 11

            	
              9/15/05

            	 	$	10,000	 	 	 	100,000	 
	
              Milestone
      4

            	
              12,
      13, 14, 15 and 16

            	
              8/16/05

            	 	$	10,000	 	 	 	100,000	 
	
              Milestone
      5

            	
              17,18
      and 19

            	
              8/31/05

            	 	$	10,000	 	 	 	100,000	 
	
              Milestone
      6

            	
              20
      and 21

            	
              10/12/05

            	 	$	10,000	 	 	 	100,000	 


    

    


    BANCROFT
shall pay the payment for each Milestone immediately upon invoice
thereof.  At BANCROFT’s sole discretion, BANCROFT may pay Contributor
the Payment Amounts either in cash equal to the amounts above or by crediting an
amount equal to the payment amount of the exercise price of the common stock
purchasers vested options vesting on that milestone date, at BANCROFT’s sole
discretion.

    


    BANCROFT
reserves the right to withhold payment until Contributor reaches the payment’s
associated milestone and each milestone associated Deliverables are approved and
accepted by BANCROFT.

    


    If
BANCROFT terminates the Agreement prior to the completion of the Project, the
amount of payment to be paid to Contributor will be determined as
follows:  Contributor will receive fifty percent (50%) of the total
payment for the subsequent milestone towards which Contributor is working on the
date of termination.  Contributor agrees that they will not terminate
the Agreement or cease working on the Project before completing, and BANCROFT
approving the associated Deliverables for, Milestone 5.

    


    Contributor
will bear all of its own expenses in the completion of the work including
secretarial expenses, research expenses, computer use fees, travel expenses and
any other expenses Contributor incurs during the performance of the work and
contributor expressly indemnifies and holds harmless BANCROFT for any such
expenses incurred.

    


    
      
        
           


        

        
          Exhibit B,
Page 1

          
            

          

        

        
           


        

      

    

    BANCROFT Consulting
Agreement

     

    EXHIBIT
C

    


    CONTRIBUTOR
TERMINATION CERTIFICATION

     

    This is to certify that Contributor
does not have in its possession or control, nor has it failed to return, any
devices, software, materials, records, data, notes, reports, proposals, lists,
correspondence, specification, drawings, blueprints, sketches, equipment, other
documents or property, or reproductions of any aforementioned items (in whole or
in part) belonging to BANCROFT, its subsidiaries, affiliates, successors or
assigns.

    


    Contributor further agrees that it
will preserve as confidential all trade secrets, confidential knowledge, data or
other proprietary information relating to products, processes, know-how,
designs, formulas, development or experimental work, computer programs, data
bases, other original works of authorship, customer lists, business plans,
financial information or other subject matter pertaining to any business of
BANCROFT or any of its clients, Contributors or licensees.

    


    Contributor hereby irrevocably
grants, assigns and transfers to BANCROFT, all right, title and interest
worldwide in and to the Works (as such term is defined in the Independent
Contractor Services Agreement entered into between Contributor and BANCROFT) and
tangible embodiments thereof, including without limitation, copyrights, moral
rights, contract and licensing rights.

    


    


    


    
      	
              Date:
      ___________________________

            	
              Contributor

            
	 
      	 
      
	 
      	 
      
	 
      	
              Signature
      ____________________________

            
	 
      	 
      
	 
      	 
      
	 
      	
              Print
      Name ___________________________

            
	 
      	 
      
	 
      	 
      
	 
      	
              Title
      ________________________________

            


    

    


    


    


    


    
      
        
           


        

        
          Exhibit C,
Page 1

          
            

          

        

        
           


        

      

    
BANCROFT Consulting Agreement

     

    PLEASE
NOTE:  This is a sample Subsequent Statement of Work.  Should
BANCROFT and Contributor agree to Contributor performing additional work for
BANCROFT that is not covered by the Statement of Work as set forth in Exhibit A
to this Agreement, BANCROFT will prepare a formal Subsequent Statement of Work
for Contributor’s review and execution.

    


    


    EXHIBIT
D

    


    SUBSEQUENT
STATEMENT OF WORK No.______

    


    This Subsequent Statement of Work is
incorporated by reference in the Independent Contractor Services Agreement
between BANCROFT and ___________________ (“Contributor”) having
an Effective Date of____________ (the “Agreement”).  It sets forth
work tasks, deliverable work product, dates for completion of work and delivery
of work product, and payment schedule and terms.  This Subsequent
Statement of Work is subject to the provisions of the Agreement, including,
without limitation, the ownership by BANCROFT of all rights, title, and interest
in intellectual property arising in performance of this Subsequent Statement of
Work.  Any capitalized terms used but not defined in this Exhibit D,
retain the same meaning given them in the Agreement.

    


    
      	
              Title
      of Effort:  ______________________

            	 	
              Starting
      Date:__________________

            
	 
      	 	 
      
	
              List
      of Tasks and Due Date:

            	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	
              Payment
      Schedule and Terms:

            	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	
              Address
      where payment should be mailed:

            	 	
              _____________________________

            
	 
      	 	 
      
	 
      	 	
              _____________________________

            
	 
      	 	 
      
	 
      	 	
              _____________________________

            
	 
      	 	 
      
	 
      	 	 
      
	
              ACCEPTED
      AND AGREED TO:

            	 	
              ACCEPTED
      AND AGREED TO:

            
	
              Contributor

            	 	
              BANCROFTBancroft
      Uranium, Inc.

            
	 
      	 	 
      
	 
      	 	 
      
	
              (Signature)

            	 	
              (Signature)

            
	 
      	 	 
      
	 
      	 	 
      
	
              (Print
      Name)

            	 	
              (Print
      Name)

            
	 
      	 	 
      
	 
      	 	 
      
	
              (Title)

            	 	
              (Title)

            
	 
      	 	 
      
	 
      	 	 
      
	
              (Date)

            	 	
              (Date)

            


    

    


    


    Exhibit D, Page 1