bancroft8k052208ex10-1.htm


    
      

      

    

    Exhibit
10.1

    CONSULTING
AGREEMENT

     

        This
Consulting Agreement (“Agreement”) is between Bancroft
Uranium, Inc. (“BANCROFT”), and Rick Lewon,
having a place of business as set forth below (“Contractor”).  This
Agreement is effective as of May 23, 2008 (the “Effective Date”).

     

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

     

    


     

    1.       Work and
Compensation.  Contractor agrees to perform the work set forth
in Exhibit
A (“Statement of
Work”) and to provide any work product resulting therefrom to
BANCROFT.  Contractor 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 Contractor for services within thirty (30) days of the date of receipt
of Contractor’s detailed invoice.  Contractor will provide BANCROFT
with reasonable documentation and work description in connection with
Contractor’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.  Contractor 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 Contractor 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.  Contractor
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 Contractor deems appropriate.  Contractor, 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, Contractor 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 Contractor will
perform, will include providing security and management services
and  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 Contractor’s work will be
submitted to BANCROFT in written form.  In such a case, upon
Contractor’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
Contractor with suggested changes.  Contractor 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 Contractor 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            Quality
Work.  Contractor will perform the work at a quality level,
consistent with work performed by professional management at Contractor’s level
and compensation.

     

    4.       Ownership
of Property.

     

    4.1            Works Assigned to
BANCROFT.  Contractor 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 Contractor’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 Contractor 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 Contractor 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 Contractor will be
performing are not generally of the sort that product intellectual property
rights, it is conceivable that the services rendered by Contractor 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.   Contractor 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 Contractor at a
reasonable rate for time actually spent by Contractor at BANCROFT’s request on
such assistance after such termination.  If BANCROFT is unable for any
reason to secure Contractor’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 Contractor
hereby irrevocably designates and appoints BANCROFT and its duly authorized
officers and agents as Contractor’s agent and attorney-in-fact, to act for and
in Contractor’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 Contractor.

     

    4.3            Other Rights.  If
Contractor has any rights to any Works that cannot be assigned to BANCROFT,
Contractor 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
Contractor has any right to any Works that cannot be assigned to BANCROFT or
waived by Contractor, Contractor 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.  Contractor understands that the provisions of
this Agreement requiring assignment to BANCROFT do not apply to any invention as
to which Contractor 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 Contractor for BANCROFT.  Contractor will advise
BANCROFT promptly in writing of the existence and general nature of (but not any
confidential subject matter of) any inventions that Contractor 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.  Contractor hereby represents and warrants with
respect to each Work and to the services Contractor provides hereunder that
Contractor 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 Contractor represents that BANCROFT can rely on Contractor’s expertise
in the field of Geology generally and mineral extraction in
particular.  It is the understanding of BANCROFT that Contractor will
personally perform the services required under this
Agreement.  However, If Contractor uses third parties to create any
products or to perform any services related to the Work, then Contractor
represents and warrants that Contractor 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. 
Contractor 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 Contractor (a “Claim”) set forth in Section 5
of this Agreement.

     

    
      7.  
    Termination.

    

     

    7.1            Termination.  This
Agreement may be terminated by BANCROFT with or without cause, effective upon
delivery of written notice.  Contractor 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 Contractor 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.

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    BANCROFT Consulting Agreement

     

    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, Contractor will fully cooperate with BANCROFT in all matters relating
to the winding up of Contractor’s pending work on behalf of BANCROFT and the
orderly transfer of any work or documents to
BANCROFT.   Contractor agrees that, at the time of terminating
Contractor’s engagement with BANCROFT and at any other time BANCROFT requests,
Contractor 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”).  Contractor may not retain any BANCROFT Materials
without the written authorization of an authorized BANCROFT
officer.

     

    7.3            BANCROFT Materials. Contractor
agrees it will not use BANCROFT Materials for any purpose other than in
performance of the Statement of Work.  Upon termination, Contractor
agrees to sign and deliver the “Termination Certification” attached hereto as
Exhibit
C. Contractor will not, during or after Contractor’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 Contractor from BANCROFT or
disclosed to Contractor by BANCROFT, or which Contractor learned of or developed
during the term of and in connection with Contractor’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 Contractor can demonstrate by
written record was previously known to Contractor or publicly disclosed without
breach of an obligation of confidentiality, either prior or subsequent to
Contractor’s receipt of such information.

     

    8.2            Promise Not to
Disclose.  Contractor 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 Contractor’s work for BANCROFT
and authorized in writing by BANCROFT.  Contractor 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 Contractor’s
need for it has expired, or upon request by BANCROFT.

     

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

     

    8.4            Third Party
Information.  Contractor 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.  Contractor agrees that Contractor owes BANCROFT and such
third parties, during the term of Contractor’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 Contractor’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 Contractor 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.

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    BANCROFT Consulting Agreement

     

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

     

    11.      Independent
Contractor Relationship.  CONTRACTOR’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.  Contractor is not the agent of BANCROFT and is not
authorized to make any representation, contract, or commitment on behalf of
BANCROFT.  If Contractor 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 Contractor by filing Form 1099-MISC with the
Internal Revenue Service, as required by law.  Because Contractor 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 Contractor’s
behalf.  Contractor 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 Contractor or its agents under this
Agreement.  Contractor 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.  Contractor 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 Contractor 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 Contractor to BANCROFT, and this
Agreement supersedes all prior or contemporaneous agreements, commitments,
representations, writings, and discussions between BANCROFT and Contractor,
whether oral or written.  This Agreement may be amended only by a
writing executed by Contractor and an authorized officer of
BANCROFT.  Contractor expressly acknowledges that Contractor 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 Contractor, 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.

     

    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.

     

    


    
      
        
           


        

        
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    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.:

            	 	
              Contractor:

            
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	
              /s/ P. Leslie Hammond

            	 	
              /s/ Rick Lewon

            
	
              Signature

            	 	
              Signature

            
	 
      	 	 
      
	
              P. Leslie Hammond

            	 	
              Rick Lewon

            
	
              Name
      (please print)

            	 	
              Name
      (please print)

            
	 
      	 	 
      
	
              Chief Executive Officer

            	 	
              Consultant

            
	
              Title

            	 	
              Title

            
	 
      	 	 
      
	
              May 23, 2008

            	 	
              May 23, 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—Contractor Termination
Certification

    Exhibit D—Form of Subsequent
Statement of Work

    


    


    


    


    


    


    


    


    


    


    


    


    


    Signature
Page to

    BANCROFT
Consulting Agreement

    


    
      
        
           


        

        
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    BANCROFT Consulting Agreement

     

    EXHIBIT
A

    


    STATEMENT
OF WORK and PROJECT SCHEDULE

    


    
      	
               
      

            	
              1.

            	
              Title
      of Project: Management and Security Consulting
  services.

            


    

    


    
      	
               
      

            	
              2.

            	
              Scope
      of Work:  For the purpose of this Statement of Work, “Project”
      means that within Two Years (2), Contractor 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 exploration,
      staffing, drilling, security, mining liaison work and other full-time
      management activities.

            


    

     

    
      	
               
      

            	
              b.

            	
              Develop
      interim detailed drilling plans and complete geological exploration plans
      based on the above.

            


    

     

    
      	
               
      

            	
              c.

            	
              Coordination
      with trademark, patent counsel and corporate counsel regarding all
      elements of intellectual property protection strategy with respect to any
      innovations that come from the
work.

            


    

     

    
      	
               
      

            	
              d.

            	
              Complete,
      comprehensive research on the top producers and suppliers of uranium,
      together with assistance in evaluating potential joint venture partners
      and drilling and other partners, as well as the evaluation of potential
      end user consumers of uranium.

            


    

     

    
      	
               
      

            	
              e.

            	
              Supervision
      of all security and job sites across all of BANCROFT’s mineral
      properties.

            


    

     

    
      	
               
      

            	
              f.

            	
              A
      complete security and managment of the development of the Elliot Lake and
      Longlac properties as well as the identification of complementary
      properties for acquisition.

            


    

     

    
      	
               
      

            	
              3.

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

            


    

    


    
      	
               
      

            	
              a.

            	
              Continue
      to support BANCROFT’s drilling, public relations, environmental compliance
      and First Nation’s partnership
relationships.

            


    

    
      	
               
      

            	
              b.

            	
              All
      fees and costs associated with any professional training or licensure
      requirements in order to perform the
work.

            


    

    
      	
               
      

            	
              c.

            	
              Methodology
      for conducting appropriate geological work.  This
      includes:

            


    

    
      	
               
      

            	
              i.

            	
              Management
      of all equipment, facilities and personnel to an executive
      standard.

            


    

    
      	
               
      

            	
              ii.

            	
              daily
      contact and as needed office visits with BANCROFT personnel to support
      exploration and joint-venture
efforts

            


    

    
      	
               
      

            	
              iii.

            	
              any
      research assistance or meetings needed to be attended anywhere in the
      world required to carry out the goals of the
  project

            


    

    
      	
               
      

            	
              iv.

            	
              any
      consultations with any experts necessary to accomplish the project
      goals

            


    

    


    
      	
               
      

            	
              4.

            	
              Project
      Dates:

            


    

    Project
start date:  10/3/07

    Project
completion date:  10/1/09

    


    
      	
               
      

            	
              5.

            	
              Deliverables
      and Due Dates:  Services have been ongoing since October 3, 2007
      and will be ongoing through October 1,
2009.

            


    

    


    


    
      
        
           


        

        
          Exhibit
A, Page 1

          
            

          

        

        
           


        

      

    

    BANCROFT Consulting Agreement

     

    EXHIBIT
B

    


    COMPENSATION

    


    AMOUNT
AND PAYMENT SCHEDULE

    


    


    Payment
will be due by BANCROFT to Contractor in the amounts of $15,000 USD per month of
services rendered to the corporation for geological consulting services rendered
during the term of this Agreement.  Contractor will also be entitled
to a stock bonus consisting of 100,000 S-8 registered, free-trading shares per
month for each and every month of services performed by Contractor under this
Agreement.  BANCROFT may elect to pay the remaining stock bonus
payments due under this Agreement in advance, no later than May 31,
2008.  If BANCROFT elects to pay the bonuses in advance by that date,
only 83,333 per month in bonuses will be due.  BANCROFT acknowledges
that as an inducement for Contractor to enter into this Agreement and continue
to provide services, bonus stock payments are due for the eight months of
services previously provided to Contractor without stock
compensation.  This means that BANCROFT must issue Contractor
2,000,000 free-trading, S-8 registered common shares by May 31, 2008 to take
advantage of this provision.

    


    Any
provision of this Agreement to the contrary notwithstanding, BANCROFT may
terminate Contractor at any time or Contractor may quit at any
time.  In the event of termination, any unearned cash or stock
compensation will be forfeited by Contractor.  In the event of a
termination where Contractor has been paid stock bonuses in advance under this
Agreement, Contractor agrees to return the unearned shares immediately or
compensate BANCROFT for the fair market value of the shares in cash as of the
date of termination.

     

     

     

     

    
      
         

      

      
        
          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