SECURITY
        AGREEMENT

      


      THIS
        SECURITY AGREEMENT (“Agreement”) is made and entered into as of the
        8th
        day of
        August, 2007, by and among CROMWELL URANIUM HOLDINGS, INC., an Arizona
        corporation (“Borrower”), Robert McIntosh (the “Stockholder”), and CROMWELL
        URANIUM CORP., a Nevada corporation (“Lender”)

      


      RECITALS:

      


      The
        Borrower has issued and delivered to the Lender a secured Reversal Promissory
        Note in the principal amount of Five Hundred Fifty Seven Thousand Nine Hundred
        Twenty Seven Dollars and Thirty Cents ($557,927.30), dated as of the date
        of
        this Agreement (the “Note”). Pursuant to the Note, the Borrower has agreed to
        grant a security interest in and to the Collateral (as defined in this
        Agreement) on the terms and conditions set forth in this Agreement.

      


      In
        consideration of the Debt (as defined in this Agreement) evidenced by the
        Note,
        and to secure repayment thereof, the Stockholder has agreed grant Lender
        a
        security interest in and to the Borrower Control Shares (as defined in this
        Agreement). 

      


      NOW,
        THEREFORE, for and in consideration of the Debt (as defined in this Agreement),
        and of the premises and intending to be legally bound, the parties covenant
        and
        agree as follows: 

      


      1.    Definitions.
        In
        addition to the words and terms defined elsewhere in this Agreement, the
        following words and terms shall have the following meanings, unless the context
        otherwise clearly requires:

      


      “Accounts”
        shall have the meaning given to that term in the Code and shall include without
        limitation all rights of the Borrower, whenever acquired, to payment for
        goods
        sold or leased or for services rendered, whether or not earned by
        performance.

      


      “As-extracted
        Collateral” shall have the meaning given to that term under the
        Code.

      


      “Borrower
        Control Shares” shall mean Instruments representing or evidencing equity
        interests representing 51% or more of the capital stock of the Borrower or
        other
        equity interests therein.

      


      “Chattel
        Paper” shall have the meaning given to that term in the Code and shall include
        without limitation all writings owned by the Borrower or, whenever acquired,
        which evidence both a monetary obligation and a security interest in or a
        lease
        of specific goods.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      “Code”
        shall mean the Uniform Commercial Code as in effect on the date of this
        Agreement and as amended from time to time, of the state or states having
        jurisdiction with respect to all or any portion of the Collateral from time
        to
        time.

      


      “Collateral”
        shall mean (i) the Borrower Control Shares, and (ii) all tangible and intangible
        assets of Borrower, including, without limitation, collectively the Accounts,
        As-extracted Collateral, Chattel Paper, Deposit Accounts, Documents, Equipment,
        Fixtures, General Intangibles, Instruments, Intellectual Property, Inventory,
        Investment Property, all oil and gas in and extracted from any other Collateral,
        and Proceeds of each of them, as well as the meaning ascribed to that term
        in
        Section 2.

      


      “Debt”
        shall mean (i) all indebtedness, both principal and interest, of the Borrower
        to
        the Lender now or after the date of this Agreement evidenced by the Note,
        (ii)
        all other debts, liabilities, duties and obligations of the Borrower to the
        Lender arising after the date of this Agreement contracted or incurred, whether
        arising under or in connection with the Loan Documents or arising under or
        in
        connection with any other agreement, instrument, or undertaking made by or
        for
        the benefit of the Borrower to or for the benefit of the Lender, (iii) all
        costs
        and expenses incurred by the Lender in the collection of any of the indebtedness
        described in this paragraph or in connection with the enforcement of any
        of the
        duties and obligations of the Borrower to the Lender described in this
        paragraph, including reasonable attorneys’ and paralegals’ fees and expenses,
        and (iv) all future advances made by the Lender for the maintenance, protection,
        preservation or enforcement of, or realization upon, the Collateral or any
        portion of the Collateral, including advances for storage, transportation
        charges, taxes, insurance, repairs and the like.

      


      “Deposit
        Accounts” shall have the meaning given to that term in the Code and shall
        include a demand, time, savings, passbook or similar account maintained with
        a
        bank, savings bank, savings and loan association, credit union, trust company
        or
        other organization that is engaged in the business of banking.

      


      “Documents”
        shall have the meaning given to that term in the Code and shall include without
        limitation all warehouse receipts (as defined by the Code) and other documents
        of title (as defined by the Code) owned by the Borrower, whenever
        acquired.

      


      “Equipment”
        shall have the meaning given to that term in the Code and shall include without
        limitation all goods owned by the Borrower, whenever acquired and wherever
        located, used or brought for use primarily in the business or for the benefit
        of
        the Borrower and not included in Inventory of the Borrower, together with
        all
        attachments, accessories and parts used or intended to be used with any of
        those
        goods or Fixtures, whether now or in the future installed therein or thereon
        or
        affixed thereto, as well as all substitutes and replacements thereof in whole
        or
        in part.

       

       

      
        
          
          

        

        
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“Escrow
        Agent” shall mean Gottbetter & Partners, LLP.

      


      “Escrow
        Agreement” shall mean the Pledge and Escrow Agreement among the Borrower, the
        Lender, the Stockholder and the Escrow Agent with respect to the Pledged
        Shares.

      


      “Event
        of
        Default” shall mean (i) any of the Events of Default described in the Note or
        the Loan Documents, or (ii) any default by the Borrower in the performance
        of
        its obligations under this Agreement. 

      


      “Fixtures”
        shall have the meaning given to that term in the Code, and shall include
        without
        limitation leasehold improvements.

      


      “General
        Intangibles” shall have the meaning given to that term in the Code and shall
        include, without limitation, all leases under which the Borrower now or in
        the
        future leases and or obtains a right to occupy or use real or personal property,
        or both, all of the other contract rights of the Borrower, whenever acquired,
        and customer lists, choses in action, claims (including claims for
        indemnification), books, records, patents, copyrights, trademarks, blueprints,
        drawings, designs and plans, trade secrets, methods, processes, contracts,
        licenses, license agreements, formulae, tax and any other types of refunds,
        returned and unearned insurance premiums, rights and claims under insurance
        policies, and computer information, software, records and data, and oil,
        gas, or
        other minerals before extraction now owned or acquired after the date of
        this
        Agreement by the Borrower.

      


      “Instruments”
        shall have the meaning given to that term in the Code and shall include,
        without
        limitation, all negotiable instruments (as defined in the Code), all
        certificated securities (as defined in the Code) and all other writings which
        evidence a right to the payment of money now or after the date of this Agreement
        owned by the Borrower.

      


      “Inventory”
        shall have the meaning given to that term in the Code and shall include without
        limitation all goods owned by the Borrower, whenever acquired and wherever
        located, held for sale or lease or furnished or to be furnished under contracts
        of service, and all raw materials, work in process and materials owned by
        the
        Borrower and used or consumed in the Borrower’s business, whenever acquired and
        wherever located.

      


      “Investment
        Property,” “Securities Intermediary” and “Commodities Intermediary” each shall
        have the meaning set forth in the Code.

      


      “Know-How”
        means all documented and undocumented research, ideas, data, theories,
        conclusions, reports, drawings, designs, blueprints, schematics, exhibits,
        models, prototypes, source code, object code, flow charts, manuals, processes,
        specifications, formulae, product configurations, notes, inventions (whether
        or
        not patentable and whether or not reduced to practice) and any other information
        of any kind developed, in development or maintained by the Borrower or any
        of
        its employees, agents or representatives relating to any goods or services
        sold
        or licensed or offered for sale or license by the Borrower or goods or services
        which the Borrower has a present intention to sell or license.

       

       

      
        
          
          

        

        
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      “Loan
        Documents” shall mean collectively, this Agreement, the Note, the Reversal Loan
        Agreement, the Escrow Agreement and all other agreements, documents and
        instruments executed and delivered in connection therewith, as each may be
        amended, supplemented or modified from time to time.

      


      “Permitted
        Liens” shall mean all (i) all existing liens on the assets of the Borrower which
        have been disclosed to the Lender by the Borrower in the Reversal Loan
        Agreement, and (ii) all purchase money security interests hereinafter incurred
        by the Borrower in the ordinary course of business to the extent permitted
        by
        the Reversal Loan Agreement.

      


      “Pledged
        Shares” shall mean the Borrower Control Shares.

      


      “Pledgors”
        shall mean the Borrower and the Stockholder.

      


      “Proceeds”
        shall have the meaning given to that term in the Code and shall include without
        limitation whatever is received when Collateral or Proceeds are sold, exchanged,
        collected or otherwise disposed of, whether cash or non-cash, and includes
        without limitation proceeds of insurance payable by reason of loss of or
        damage
        to Collateral.

      


      “Reversal
        Loan Agreement” shall mean the Reversal Loan and Control Share Pledge and
        Security Agreement by and between the Borrower and the Lender dated as of
        even
        date herewith.

      


      “Trade
        Secret Rights” means all documentation, Know-How and other materials owned by
        the Borrower that is considered to be proprietary to the Borrower, is maintained
        on a confidential or secret basis, and is generally not known to other persons
        or entities who are not subject to confidentiality restrictions. 

      


      2.    Security
        Interest.
        As
        security for the full and timely payment of the Debt in accordance with the
        terms of the Debt and the performance of the obligations of the Borrower
        under
        the Note and this Agreement, the Borrower and the Stockholder agree that
        the
        Lender shall have, and the Borrower and the Stockholder grant and convey
        to and
        create in favor of the Lender, a security interest under the Code in and
        to such
        of the Collateral as is now owned or acquired after the date of this Agreement
        by the Borrower; provided, that with respect to the Stockholder, the security
        interest granted hereunder is limited to the Borrower Control Shares. The
        security interest granted to the Lender in this Agreement shall be a first
        priority security interest, prior and superior to the rights of all third
        parties existing on or arising after the date of this Agreement, subject
        to the
        Permitted Liens.

       

       

      
        
          
          

        

        
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      3.    Provisions
        Applicable to the Collateral.
        The
        parties agree that the following provisions shall be applicable to the
        Collateral: 

      


      (a)
        The
        Borrower covenants and agrees that at all times during the term of this
        Agreement it shall keep accurate and complete books and records concerning
        the
        Collateral that is now owned or acquired after the date of this Agreement
        by the
        Borrower. 

      


      (b)
        The
        Lender or its representatives shall have the right, upon reasonable prior
        written notice to the Borrower and during the regular business hours of the
        Borrower, to examine and inspect the Collateral and to review the books and
        records of the Borrower concerning the Collateral that is now owned or acquired
        after the date of this Agreement by the Borrower and to copy the same and
        make
        excerpts therefrom; provided, however, that from and after the occurrence
        of an
        Event of Default, the rights of inspection and entry shall be subject to
        the
        requirements of the Code. 

      


      (c)
        The
        Borrower shall at all times during the term of this Agreement keep the
        Equipment, Inventory and Fixtures that are now owned or acquired after the
        date
        of this Agreement by the Borrower at its various locations or, upon written
        notice to the Lender, at such other locations for which the Lender has filed
        financing statements, and at no other location without 20 days’ prior written
        notice to the Lender, except that the Borrower shall have the right until
        one or
        more Events of Default shall occur to sell or otherwise dispose of Inventory
        and
        other Collateral in the ordinary course of business. 

      


      (d)
        The
        Borrower shall not move the location of its principal executive offices without
        prior written notification to the Lender. 

      


      (e)
        Without the prior written consent of the Lender, the Borrower shall not sell,
        lease or otherwise dispose of any Equipment or Fixtures, except in the ordinary
        course of their business. 

      


      (f)
        Promptly upon request of the Lender from time to time, the Borrower shall
        furnish the Lender with such information and documents regarding the Collateral
        and the Borrower’s financial condition, business, assets or liabilities, at such
        times and in such form and detail as the Lender may request.

      


      (g)
        At
        all times during the term of this Agreement, the Borrower shall deliver to
        the
        Lender, upon its written request, without limitation, 

      


      (i)
        all
        invoices and customer statements rendered to account debtors, documents,
        contracts, chattel paper, instruments and other writings pertaining to the
        Borrower’s contracts or the performance of the Borrower’s contracts,


       

       

      
        
          
          

        

        
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      (ii)
        evidence of the Borrower’s accounts and statements showing the aging,
        identification, reconciliation and collection thereof, and 

      


      (iii)
        reports as to the Borrower’s inventory and sales, shipment, damage or loss
        thereof, all of the foregoing to be certified by authorized officers or other
        employees of the Borrower, and Borrower shall take all necessary action during
        the term of this Agreement to perfect any and all security interests in favor
        of
        Borrower and to assign to Lender all such security interests in favor of
        Borrower. 

      


      (h)
        Notwithstanding the security interest in the Collateral granted to and created
        in favor of the Lender under this Agreement, the Borrower shall have the
        right
        until one or more Events of Default shall occur, at its own cost and expense,
        to
        collect the Accounts and the Chattel Paper and to enforce its contract rights.
        

      


      (i)
        After
        the occurrence of an Event of Default, the Lender shall have the right, in
        its
        sole discretion, to give notice of the Lender’s security interest to account
        debtors obligated to the Borrower and to take over and direct collection
        of the
        Accounts and the Chattel Paper, to notify such account debtors to make payment
        directly to the Lender and to enforce payment of the Accounts and the Chattel
        Paper and to enforce the Borrower’s contract rights. It is understood and agreed
        by the Borrower that the Lender shall have no liability whatsoever under
        this
        subsection (i) except for its own gross negligence or willful misconduct.
        

      


      (j)
        At
        all times during the term of this Agreement, Borrower shall promptly deliver
        to
        the Lender, upon its written request, all existing leases, and all other
        leases
        entered into by Borrower from time to time, covering any Equipment or Inventory
        (“Leased Inventory”) which is leased to third parties. 

      


      (l)
        Borrower shall not change its name, entity status, federal taxpayer
        identification number, or provincial organizational or registration number,
        or
        the state under which it is organized without the prior written consent of
        the
        Lender. 

      


      (m)
        Borrower shall not close any of its Deposit Accounts or open any new or
        additional Deposit Accounts without first giving the Lender at least fifteen
        (15) days prior written notice thereof. 

      


      (n)
        The
        Borrower shall cooperate with the Lender, at Borrower’s expense, in perfecting
        Lender’s security interest in any of the Collateral, including the execution of
        any control agreement(s) required in order to perfect Lender’s security interest
        in the Deposit Accounts. 

      


      (o)
        Lender may file any necessary financing statements and other documents Lender
        deems necessary in order to perfect Lender’s security interest without
        Borrower’s signature. Borrower grants to Lender a power of attorney for the sole
        purpose of executing any documents on behalf of Borrower which Lender deems
        necessary to perfect Lender’s security interest. Such power, coupled with an
        interest, is irrevocable. 

       

       

      
        
          
          

        

        
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      (p)
        The
        parties agree that the Lender shall have the right to designate and appoint
        a
        collateral agent to act for and on behalf of the Lenders with respect to
        the
        Collateral under this Agreement, provided that Borrower is notified in writing
        at least ten (10) days in advance of such appointment. 

      


      4.    Additional
        Provisions Applicable to the Pledged Shares.

      


      (a)
        Simultaneously herewith the Pledgors have delivered to the Escrow Agent one
        or
        more certificates representing the Pledged Shares, together with stock powers
        duly executed in blank by the Pledgors. The Escrow Agent shall hold such
        Pledged
        Shares pursuant to the terms of the Escrow Agreement.

      


      (b)
        The
        Pledged Shares shall be held by the Escrow Agent as security for the timely
        payment of all of the Borrower’s obligations under the Note and for the
        Pledgors’ performance of all of their obligations under this Agreement, as
        provided herein. 

      


      (c)
        The
        Escrow Agreement shall provide that while the Escrow Agent holds the Pledged
        Shares as security, the Pledgors shall have the right to vote the Pledged
        Shares
        at all meetings of the Borrower’s stockholders to the same extent as if such
        Pledged Shares were held by Pledgors; provided that no Event of Default has
        occurred and is continuing and that the Pledgors are not in default in the
        performance of any term of this Agreement. In the event of any such a default
        or
        Event of Default, the Lender shall have the right to the extent permitted
        by law
        to vote and to give consents, ratifications and waivers and take any other
        action with respect to the Pledged Shares with the same force and effect
        as if
        the Lender were the absolute and sole owner of the Pledged Shares. 

      


      4.    Actions
        with Respect to Accounts.
        The
        Borrower irrevocably makes, constitutes and appoints the Lender its true
        and
        lawful attorney-in-fact with power to sign its name and to take any of the
        following actions after the occurrence and prior to the cure of an Event
        of
        Default, at any time without notice to the Borrower and at the Borrower’s
        expense: 

      


      (a)
        Verify the validity and amount of, or any other matter relating to, the
        Collateral by mail, telephone, telegraph or otherwise; 

      


      (b)
        Notify all account debtors that the Accounts have been assigned to the Lender
        and that the Lender has a security interest in the Accounts; 

      


      (c)
        Direct all account debtors to make payment of all Accounts directly to the
        Lender; 

      


      (d)
        Take
        control in any reasonable manner of any cash or non-cash items of payment
        or
        proceeds of Accounts; 

      


      (e)
        Receive, open and dispose of all mail addressed to the Borrower; 

       

       

      
        
          
          

        

        
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      (f)
        Take
        control in any manner of any rejected, returned, stopped in transit or
        repossessed goods relating to Accounts; 

      


      (g)
        Enforce payment of and collect any Accounts, by legal proceedings or otherwise,
        and for such purpose the Lender may: 

      


      (1)
        Demand payment of any Accounts or direct any account debtors to make payment
        of
        Accounts directly to the Lender; 

      


      (2)
        Receive and collect all monies due or to become due to the Borrower pursuant
        to
        the Accounts; 

      


      (3)
        Exercise all of the Borrower’s rights and remedies with respect to the
        collection of Accounts;

      


      (4)
        Settle, adjust, compromise, extend, renew, discharge or release Accounts
        in a
        commercially reasonable manner; 

      


      (5)
        Sell
        or assign Accounts on such reasonable terms, for such reasonable amounts
        and at
        such reasonable times as the Lender reasonably deems advisable; 

      


      (6)
        Prepare, file and sign the Borrower’s name or names on any Proof of Claim or
        similar documents in any proceeding filed under federal or state bankruptcy,
        insolvency, reorganization or other similar law as to any account debtor;
        

      


      (7)
        Prepare, file and sign the Borrower’s name or names on any notice of lien, claim
        of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or
        similar document in connection with the Collateral; 

      


      (8)
        Endorse the name of the Borrower upon any chattel papers, documents,
        instruments, invoices, freight bills, bills of lading or similar documents
        or
        agreements relating to Accounts or goods pertaining to Accounts or upon any
        checks or other media of payment or evidence of a security interest that
        may
        come into the Lender, possession; 

      


      (9)
        Sign
        the name of the Borrower to verifications of Accounts and notices of Accounts
        sent by account debtors to the Borrower; or 

      


      (10)
        Take
        all other actions that the Lender reasonably deems to be necessary or desirable
        to protect the Borrower’s interest in the Accounts. 

      


      (h)
        Negotiate and endorse any Document in favor of the Lender or its designees,
        covering Inventory which constitutes Collateral, and related documents for
        the
        purpose of carrying out the provisions of this Agreement and taking any action
        and executing in the name of Borrower any instrument which the Lender may
        reasonably deem necessary or advisable to accomplish the purpose hereof.
        Without
        limiting the generality of the foregoing, the Lender shall have the right
        and
        power to receive, endorse and collect checks and other orders for the payment
        of
        money made payable to the Borrower representing any payment or reimbursement
        made under, pursuant to or with respect to, the Collateral or any part thereof
        and to give full discharge to the same. The Borrower does hereby ratify and
        approve all acts of said attorney and agrees that said attorney shall not
        be
        liable for any acts of commission or omission, nor for any error of judgment
        or
        mistake of fact or law, except for said attorney’s own gross negligence or
        willful misconduct. This power, being coupled with an interest, is irrevocable
        until the Debt is paid in full (at which time this power shall terminate
        in
        full) and the Borrower shall have performed all of their obligations under
        this
        Agreement. The Borrower further agrees to use its reasonable efforts to assist
        the Lender in the collection and enforcement of the Accounts and will not
        hinder, delay or impede the Lender in any manner in its collection and
        enforcement of the Accounts. 

       

       

      
        
          
          

        

        
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      5.    Preservation
        and Protection of Security Interest.
        Each of
        the Borrower and the Stockholder represents and warrants that it has, and
        covenants and agrees that at all times during the term of this Agreement,
        it
        will have, good and marketable title to the Collateral from time to time
        owned
        or acquired by it free and clear of all mortgages, pledges, liens, security
        interests, charges or other encumbrances, except for the Permitted Liens
        and
        those junior in right of payment and enforcement to that of the Lender or
        in
        favor of the Lender, and shall defend the Collateral against the claims and
        demands of all persons, firms and entities whomsoever. Assuming Lender has
        taken
        all required action to perfect a security interest in the Collateral as provided
        by the Code, each of the Borrower and the Stockholder represents and warrants
        that as of the date of this Agreement the Lender has, and that all times
        in the
        future the Lender will have, a first priority perfected security interest
        in the
        Collateral, prior and superior to the rights of all third parties in the
        Collateral existing on the date of this Agreement or arising after the date
        of
        this Agreement, subject to the Permitted Liens. Except as permitted by this
        Agreement, each of the Borrower and the Stockholder covenants and agrees
        that it
        shall not, without the prior written consent of the Lender (i) borrow against
        the Collateral or any portion of the Collateral from any other person, firm
        or
        entity, except for borrowings which are subordinate to the rights of the
        Lender,
        (ii) grant or create or permit to attach or exist any mortgage, pledge, lien,
        charge or other encumbrance, or security interest on, of or in any of the
        Collateral or any portion of the Collateral except those in favor of the
        Lender
        or the Permitted Liens, (iii) permit any levy or attachment to be made against
        the Collateral or any portion of the Collateral, except those subject to
        the
        Permitted Liens, or (iv) permit any financing statements to be on file with
        respect to any of the Collateral, except financing statements in favor of
        the
        Lender or those with respect to the Permitted Liens. The Borrower and the
        Stockholder shall faithfully preserve and protect the Lender’s security interest
        in the Collateral and shall, at their own cost and expense, cause, or assist
        the
        Lender to cause that security interest to be perfected and continue perfected
        so
        long as the Debt or any portion of the Debt is outstanding, unpaid or executory.
        For purposes of the perfection of the Lender’s security interest in the
        Collateral in accordance with the requirements of this Agreement, the Borrower
        and the Stockholder shall from time to time at the request of the Lender
        file or
        record, or cause to be filed or recorded, such instruments, documents and
        notices, including assignments, financing statements and continuation
        statements, as the Lender may reasonably deem necessary or advisable from
        time
        to time in order to perfect and continue perfected such security interest.
        The
        Borrower and the Stockholder shall do all such other acts and things and
        shall
        execute and deliver all such other instruments and documents, including further
        security agreements, pledges, endorsements, assignments and notices, as the
        Lender in its discretion may reasonably deem necessary or advisable from
        time to
        time in order to perfect and preserve the priority of such security interest
        as
        a first lien security interest in the Collateral prior to the rights of all
        third persons, firms and entities, subject to the Permitted Liens and except
        as
        may be otherwise provided in this Agreement. The Borrower and the Stockholder
        agree that a carbon, photographic or other reproduction of this Agreement
        or a
        financing statement is sufficient as a financing statement and may be filed
        instead of the original.

       

       

      
        
          
          

        

        
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      6.    Insurance.
        Risk of
        loss of, damage to or destruction of the Equipment, Inventory and Fixtures
        is on
        the Borrower. The Borrower shall insure the Equipment, Inventory and Fixtures
        against such risks and casualties and in such amounts and with such insurance
        companies as is ordinarily carried by corporations or other entities engaged
        in
        the same or similar businesses and similarly situated or as otherwise reasonably
        required by the Lender in its sole discretion. In the event of loss of, damage
        to or destruction of the Equipment, Inventory or Fixtures during the term
        of
        this Agreement, the Borrower shall promptly notify Lender of such loss, damage
        or destruction. At the reasonable request of the Lender, each of the Borrower’s
        policies of insurance shall contain loss payable clauses in favor of the
        Borrower and the Lender as their respective interests may appear and shall
        contain provision for notification of the Lender thirty (30) days prior to
        the
        termination of such policy. At the request of the Lender, copies of all such
        policies, or certificates evidencing the same, shall be deposited with the
        Lender. If the Borrower fails to effect and keep in full force and effect
        such
        insurance or fails to pay the premiums when due, the Lender may (but shall
        not
        be obligated to) do so for the account of the Borrower and add the cost thereof
        to the Debt. The Lender is irrevocably appointed attorney-in-fact of the
        Borrower to endorse any draft or check which may be payable to the Borrower
        in
        order to collect the proceeds of such insurance. Unless an Event of Default
        has
        occurred and is continuing, the Lender will turn over to the Borrower the
        proceeds of any such insurance collected by it on the condition that the
        Borrower apply such proceeds either (i) to the repair of damaged Equipment,
        Inventory or Fixtures, or (ii) to the replacement of destroyed Equipment,
        Inventory or Fixtures with Equipment, Inventory or Fixtures of the same or
        similar type and function and of at least equivalent value (in the sole judgment
        of the Lender), provided such replacement Equipment, Fixtures or Inventory
        is
        made subject to the security interest created by this Agreement and constitutes
        a first lien security interest in the Equipment, Inventory and Fixtures subject
        only to Permitted Liens and other security interests permitted under this
        Agreement, and is perfected by the filing of financing statements in the
        appropriate public offices and the taking of such other action as may be
        necessary or desirable in order to perfect and continue perfected such security
        interest. Any balance of insurance proceeds remaining in the possession of
        the
        Lender after payment in full of the Debt shall be paid over to the Borrower
        or
        its order.

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
 

      7.    Maintenance
        and Repair.
        The
        Borrower shall maintain the Equipment, Inventory and Fixtures, and every
        portion
        thereof, in good condition, repair and working order, reasonable wear and
        tear
        alone excepted, and shall pay and discharge all taxes, levies and other
        impositions assessed or levied thereon as well as the cost of repairs to
        or
        maintenance of the same. If the Borrower fails to do so, the Lender may (but
        shall not be obligated to) pay the cost of such repairs or maintenance and
        such
        taxes, levies or impositions for the account of the Borrower and add the
        amount
        of such payments to the Debt. 

      


      8.    Preservation
        of Rights Against Third Parties; Preservation of Collateral in Lender’s
        Possession.
        Until
        such time as the Lender exercise its right to effect direct collection of
        the
        Accounts and the Chattel Paper and to effect the enforcement of the Borrower’s
        contract rights, the Borrower assume full responsibility for taking any and
        all
        commercially reasonable steps to preserve rights in respect of the Accounts
        and
        the Chattel Paper and their contracts against prior parties. The Lender shall
        be
        deemed to have exercised reasonable care in the custody and preservation
        of such
        of the Collateral as may come into its possession from time to time if the
        Lender takes such action for that purpose as the Borrower shall request in
        writing, provided that such requested action shall not, in the judgment of
        the
        Lender, impair the Lender’s security interest in the Collateral or its right in,
        or the value of, the Collateral, and provided further that the Lender receives
        such written request in sufficient time to permit the Lender to take the
        requested action.

      


      9.    Events
        of Default and Remedies.

      


      (a)
        If
        any one or more of the Events of Default shall occur or shall exist, the
        Lender
        may then or at any time thereafter, so long as such default shall continue,
        foreclose the lien or security interest in the Collateral in any way permitted
        by law, or upon fifteen (15) days prior written notice to the Borrower or
        the
        Stockholder, sell any or all Collateral at private sale at any time or place
        in
        one or more sales, at such price or prices and upon such terms, either for
        cash
        or on credit, as the Lender, in its sole discretion, may elect, or sell any
        or
        all Collateral at public auction, either for cash or on credit, as the Lender,
        in its sole discretion, may elect, and at any such sale, the Lender may bid
        for
        and become the purchaser of any or all such Collateral. Pending any such
        action
        the Lender may liquidate the Collateral. 

      


      (b)
        If
        any one or more of the Events of Default shall occur or shall exist, the
        Lender
        may then, or at any time thereafter, so long as such default shall continue,
        grant extensions to, or adjust claims of, or make compromises or settlements
        with, debtors, guarantors or any other parties with respect to Collateral
        or any
        securities, guarantees or insurance applying thereon, without notice to or
        the
        consent of the Borrower or the Stockholder, without affecting the Borrower’s or
        the Stockholder’s liability under this Agreement or the Note. Each of the
        Borrower and the Stockholder waives notice of acceptance, of nonpayment,
        protest
        or notice of protest of any Accounts or Chattel Paper or any of its contract
        rights and any other notices to which the Borrower or the Stockholder may
        be
        entitled.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
 

      (c)
        If
        any one or more of the Events of Default shall occur or shall exist and be
        continuing, then in any such event, the Lender shall have such additional
        rights
        and remedies in respect of the Collateral or any portion thereof as are provided
        by the Code and such other rights and remedies in respect thereof which it
        may
        have at law or in equity or under this Agreement, including without limitation
        the right to enter any premises where Equipment, Inventory and/or Fixtures
        are
        located and take possession and control thereof without demand or notice
        and
        without prior judicial hearing or legal proceedings, which the Borrower and
        the
        Stockholder expressly waive. 

      


      (d)
        The
        Lender shall apply the Proceeds of any sale or liquidation of the Collateral,
        and, subject to Section 6, any Proceeds received by the Lender from insurance,
        first to the payment of the reasonable costs and expenses incurred by the
        Lender
        in connection with such sale or collection, including without limitation
        reasonable attorneys’ fees and legal expenses, second to the payment of the
        Debt, whether on account of principal or interest or otherwise as the Lender,
        in
        its sole discretion, may elect, and then to pay the balance, if any, to the
        Borrower or as otherwise required by law. If such Proceeds are insufficient
        to
        pay the amounts required by law, the Borrower shall be liable for any
        deficiency.

      


      (e)
        Upon
        the occurrence of any Event of Default, the Borrower shall promptly upon
        written
        demand by the Lender assemble the Equipment, Inventory and Fixtures and make
        them available to the Lender at a place or places to be designated by the
        Lender. The rights of the Lender under this paragraph to have the Equipment,
        Inventory and Fixtures assembled and made available to it is of the essence
        of
        this Agreement and the Lender may, at its election, enforce such right by
        an
        action in equity for injunctive relief or specific performance, without the
        requirement of a bond. 

      


      10.    Defeasance.
        Notwithstanding anything to the contrary contained in this Agreement upon
        payment and performance in full of the Debt, this Agreement shall terminate
        and
        be of no further force and effect and the Lender shall thereupon terminate
        its
        security interest in the Collateral. Until such time, however, this Agreement
        shall be binding upon and inure to the benefit of the parties, their successors
        and assigns, provided that, without the prior written consent of the Lender,
        the
        Borrower may not assign this Agreement or any of its rights under this Agreement
        or delegate any of its duties or obligations under this Agreement and any
        such
        attempted assignment or delegation shall be null and void. This Agreement
        is not
        intended and shall not be construed to obligate the Lender to take any action
        whatsoever with respect to the Collateral or to incur expenses or perform
        or
        discharge any obligation, duty or disability of the Borrower.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
 

      11.    Miscellaneous.

      


      (a)
        The
        provisions of this Agreement are intended to be severable. If any provision
        of
        this Agreement shall for any reason be held invalid or unenforceable in whole
        or
        in part in any jurisdiction, such provision shall, as to such jurisdiction,
        be
        ineffective to the extent of such invalidity or unenforceability without
        in any
        manner affecting the validity or enforceability of such provision in any
        other
        jurisdiction or any other provision of this Agreement in any jurisdiction.
        

      


      (b)
        No
        failure or delay on the part of the Lender in exercising any right, remedy,
        power or privilege under this Agreement and the Note shall operate as a waiver
        thereof or of any other right, remedy, power or privilege of the Lender under
        this Agreement, the Note or any of the other Loan Documents; nor shall any
        single or partial exercise of any such right, remedy, power or privilege
        preclude any other right, remedy, power or privilege or further exercise
        thereof
        or the exercise of any other right, remedy, power or privilege. The rights,
        remedies, powers and privileges of the Lender under this Agreement, the Note
        and
        the other Loan Documents are cumulative and not exclusive of any rights or
        remedies which they may otherwise have.

      


      (c)
        Unless otherwise provided herein, all demands, notices, consents, service
        of
        process, requests and other communications hereunder shall be in writing
        and
        shall be delivered in person or by overnight courier service, or mailed by
        certified mail, return receipt requested, addressed:

      


      If
        to
        Borrower or to the Stockholder:

      


      Cromwell
        Uranium Holdings, Inc.

      8655
        East
        Via De Ventura

      Suite
        G2000

      Scottsdale,
        AZ 85258

      Attn:
        Robert McIntosh, Chief Executive Officer

      Facsimile:
        [insert]

      


      with
        a
        copy to:

      


      [insert
        counsel]

      


      If
        to
        Lender:

      


      Cromwell
        Uranium Corp.

      1640
        Terrace Way

      Walnut
        Creek, CA 94597

      Attn:
        David Rector, President and Chief Executive Officer

      Facsimile:
        (925) 930-6338

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
 

      with
        a
        copy to:

      


      Gottbetter
        & Partners, LLP

      488
        Madison Avenue, 12th
        Floor

      New
        York,
        NY 10022

      Attn:
        Adam S. Gottbetter, Esq.

      Facsimile:
        (212) 400-6901

      


      Any
        such
        notice shall be effective (a) when delivered, if delivered by hand delivery
        or overnight courier service, or (b) five (5) days after deposit in the
        United States mail, as applicable.

       

      (d)
        The
        section headings contained in this Agreement are for reference purposes only
        and
        shall not control or affect its construction or interpretation in any respect.
        

      


      (e)
        Unless the context otherwise requires, all terms used in this Agreement which
        are defined by the Code shall have the meanings stated in the Code.


      


      (f)
        The
        Code shall govern the settlement, perfection and the effect of attachment
        and
        perfection of the Lender’s security interest in the Collateral, and the rights,
        duties and obligations of the Lender, the Borrower and the Stockholder with
        respect to the Collateral. This Agreement shall be deemed to be a contract
        under
        the laws of the State of New York and the execution and delivery of this
        Agreement and, to the extent not inconsistent with the preceding sentence,
        the
        terms and provisions of this Agreement shall be governed by and construed
        in
        accordance with the laws of that State. 

      


      (g)
        This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original but all of which shall constitute one and the same instrument.
        All
        of such counterparts shall be read as though one, and they shall have the
        same
        force and effect as though all the signers had signed a single
        page.

      


      [SIGNATURE
        PAGE FOLLOWS]

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       


      IN
        WITNESS WHEREOF, and intending to be legally bound, the parties have executed
        and delivered this Security Agreement as of the day and year set forth at
        the
        beginning of this Security Agreement. 

       

    

    
      
         

        
          	
                  LENDER:

                	
                  BORROWER:

                
	 	 
	
                  CROMWELL
                    URANIUM CORP.

                	
                  CROMWELL
                    URANIUM HOLDINGS, INC.

                
	 	 
	
                  By: 

                	 
	
                	
                  By: 

                	 
	
                
	
                  Name: David
                    Rector

                	
                  Name: Robert
                    McIntosh

                
	
                  Title: Chief
                    Executive Officer

                	
                  Title: Chief
                    Executive Officer

                


        

         

        
          
            	 	 
	
                    
                      STOCKHOLDER:

                    

                  	
                    
                       

                    

                  
	 	 
	ROBERT
                    MCINTOSH	 
	 	 
	
                     


                  	
                  	
                     

                  	
                  
	 	 	 	 


          

           

        

      

    

     

     

    
      
        
        

      

      
        15