REVERSAL
      LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT

    


    THIS
      REVERSAL LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT
      (this “Agreement”) is made this 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”).

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      Lender, Stockholder and Borrower have entered into a certain Reversal Agreement
      (“Reversal Agreement”) of even date herewith (capitalized terms not otherwise
      defined herein shall have the meanings ascribed to such terms in the Reversal
      Agreement); 

    


    WHEREAS,
      pursuant to the Reversal Agreement; among other provisions, the Stockholder
      is
      purchasing the Company Shares from the Company for a Purchase Price consisting
      of the Merger Shares and, as additional consideration, the return of the Capital
      Infusion;

    


    WHEREAS,
      to provide Borrower with the opportunity to repay a portion of the Capital
      Infusion over time, Lender has agreed to provide Borrower with a temporary
      loan
      in the amount of $557,927.30;

    


    WHEREAS,
      in order to secure the Borrower’s obligations under such loan including, but not
      limited to, the Borrower’s obligations under the Note and Security Agreement
      (herein referenced), both dated as of even date herewith, the Stockholder has
      agreed to pledge to the Lender 100 shares of Borrower’s common stock (the
“Borrower Control Shares”) which will constitute 100% of the outstanding capital
      stock of Borrower, on a fully-diluted basis;

    


    NOW,
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      Borrower and the Lender, intending to be legally bound, agree as
      follows:

    


    ARTICLE
      I
      - LOAN

    


    1.1.
      Loan.
      Lender
      agrees, on the terms and conditions of this Agreement, to make a loan to
      Borrower in the amount of Five Hundred Fifty Seven Thousand Nine Hundred Twenty
      Seven Dollars and Thirty Cents ($557,927.30) (the “Loan”). Upon the execution
      and delivery of this Agreement (the “Loan Date”), the full amount of the Loan to
      Borrower shall be deemed to have been disbursed to the Borrower. 

    


    1.2.
      The
      Note.
      Borrower has authorized the issuance of a promissory note (the “Note”) made in
      favor of Lender by Borrower, which shall be in the form set forth in Exhibit
      A
      attached hereto. The Loan shall bear interest at the rate of nine percent (9%)
      per annum, and shall be due and payable to the order of Lender on November
      15,
      2007 (the “Due Date”); provided, however, that from and after an Event of
      Default, as defined in Article VI hereof, such interest rate shall increase
      to
      fifteen percent (15%) per annum.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    1.3.
      Payments.
      Borrower will begin making consecutive monthly interest only payments on the
      Loan of accrued interest commencing thirty (30) days after the date hereof
      and
      continuing through the Due Date, at which time Borrower shall repay the unpaid
      principal amount of the Loan, together with accrued and unpaid interest.
      Borrower may prepay the Loan, in whole or in part, together with accrued
      interest thereon, at any time without penalty.

    


    ARTICLE
      II - SECURITY

    


    As
      collateral security for Borrower’s obligations hereunder and under the Note,
      Borrower will grant and pledge a security interest in all of its respective
      assets to Lender, upon the terms and conditions of a Security Agreement in
      the
      form set forth in Exhibit B attached hereto, which is being executed and
      delivered simultaneously herewith. As an additional inducement to Lender to
      make
      the Loan hereunder, the Stockholders will pledge the Borrower Control Shares,
      as
      provided for below. All certificates representing the Borrower Control Shares,
      shall be deposited into escrow pursuant to the Pledge and Escrow Agreement
      (the
“Escrow Agreement”) being executed simultaneously herewith.

    


    


    ARTICLE
      III - BORROWER CONTROL SHARES

    


    3.1
      Rights
      Relating to Borrower Control Shares.
      Prior
      to the occurrence of an Event of Default (as defined herein), (i) the Lender
      shall have no right to vote the Borrower Control Shares at any meeting of the
      Borrower’s stockholders, and (ii) the Lender shall have no right to assign or
      transfer the Borrower Control Shares. Upon the occurrence of such an Event
      of
      Default, the Lender shall be entitled (X) to vote the Borrower Control Shares,
      and (Y) to assign or transfer such Borrower Control Shares, and to enjoy all
      other rights and privileges incident to the ownership of the Borrower Control
      Shares. Lender shall credit against the amounts owed on the Loan, any dividends
      or distributions received with respect to the Borrower Control Shares, and
      any
      proceeds received from the sale or disposition of the Borrower Control
      Shares.

    


    3.2 Release
      of Pledged Shares from Pledge and Borrower Control Shares from
      Escrow.
      Upon
      the payment of all amounts due to the Lender under the Loan Documents by
      repayment in accordance with the terms of the Note, the parties hereto shall
      notify the Escrow Agent, as such term is defined in the Escrow Agreement, to
      such effect in writing. Upon receipt of such written notice, the Escrow Agent
      shall return to the party designated in the notice the Transfer Documents and
      the certificates representing the Borrower Control Shares. Notwithstanding
      anything to the contrary contained herein, upon full payment of all amounts
      due
      to the Lender under the Loan Documents, by repayment in accordance with the
      terms of the Note, this Agreement and Lender’s security interest and rights in
      and to the Borrower Control Shares shall terminate.

     

     

    
      
        
        

      

      
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    ARTICLE
      IV - REPRESENTATIONS AND WARRANTIES OF BORROWER

    


    Borrower
      (together with the Stockholder, with respect to Section 4.11 below) represents
      and warrants to Lender as follows:

    


    4.1.
      Organization.
      Borrower is a corporation duly existing under the laws of its jurisdiction
      of
      incorporation and qualified and licensed to do business in any jurisdiction
      in
      which the conduct of its business or its ownership of property requires that
      it
      be so qualified, except where the failure to be so qualified would not have
      a
      material adverse effect on the business, operations, condition (financial or
      otherwise), property or prospects of Borrower, or the ability of Borrower to
      carry out their respective obligations under the Loan Documents (as defined
      in
      Section 4.2 below) (a “Company Material Adverse Effect”).

    


    4.2.
      Subsidiaries.
      Borrower has no Subsidiaries. For purposes of this Agreement, a “Subsidiary”
means any corporation, partnership, joint venture or other entity in which
      Borrower has, directly or indirectly, an equity interest representing 50% or
      more of the capital stock thereof or other equity interests
      therein.

    


    4.3.
      Authorization.
      All
      corporate action on the part of Borrower and its officers, directors and
      stockholders necessary for the authorization, execution, delivery and
      performance of all obligations of Borrower under this Agreement, the Note,
      the
      Security Agreement, the Escrow Agreement and all other documents necessary
      or
      desirable in connection with the Loan (collectively, the “Loan Documents”) to
      which any of them may be a party have been taken. This Agreement, the Note,
      the
      Escrow Agreement and the Security Agreement, when executed and delivered by
      Borrower, shall constitute legal, valid and binding obligations of Borrower,
      enforceable against Borrower in accordance with their terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency, moratorium
      or similar laws affecting creditors’ rights and the enforcement of debtors’
obligations generally and by general principles of equity, regardless of whether
      enforcement is pursuant to a proceeding in equity or at law.

    


    4.4.
      Absence
      of Conflicts.
      The
      execution, delivery and performance of this Agreement and each of the other
      Loan
      Documents is not in conflict with nor does it constitute a breach of any
      provision contained in Borrower’s organizational documents, nor will it
      constitute an event of default under any material agreement to which Borrower
      is
      a party or by which Borrower is bound.

    


    4.5.
      Consents
      and Approvals.
      Borrower has obtained all consents, approvals and authorizations of, made all
      declarations or filings with, and given all notices to, all governmental
      authorities and agencies that are necessary for the continued operation of
      Borrower’s business as currently conducted, or are required by law.

     

     

    
      
        
        

      

      
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    4.6
      Capitalization.
      The
      authorized and outstanding share capital of Borrower consists of 100,000 shares
      of common stock, $0.01 par value, of which 100 shares are outstanding as of
      the
      date of this Agreement. There are no subscriptions, convertible securities,
      options, warrants or other rights (contingent or otherwise) currently
      outstanding to purchase any of the authorized but unissued capital stock of
      Borrower. Borrower has no obligation to issue shares of its capital stock,
      or
      subscriptions, convertible securities, options, warrants, or other rights
      (contingent or otherwise) to purchase any shares of its capital stock or to
      distribute to holders of any of its equity securities, any evidence of
      indebtedness or asset. No shares of Borrower capital stock are subject to a
      right of withdrawal or a right of rescission under any applicable securities
      law. There are no outstanding or authorized stock appreciation, phantom stock
      or
      similar rights with respect to the Borrower. To the Knowledge of the Borrower,
      except as otherwise contemplated by this Agreement, there are no agreements
      to
      which the Borrower is a party or by which it is bound with respect to the voting
      (including without limitation voting trusts or proxies), registration under
      any
      applicable securities laws, or sale or transfer (including without limitation
      agreements relating to pre-emptive rights, rights of first refusal, co-sale
      rights or “drag-along” rights) of any securities of the Borrower. To the
      Knowledge of the Borrower, there are no agreements among other parties, to
      which
      the Borrower is not a party and by which it is not bound, with respect to the
      voting (including without limitation voting trusts or proxies) or sale or
      transfer (including without limitation agreements relating to rights of first
      refusal, co-sale rights or “drag-along” rights) of any securities of the
      Borrower.

    


    4.7.
      Litigation.
      There
      are no actions, suits, claims, investigations, arbitrations or other legal
      or
      administrative proceedings, to the Knowledge of Borrower, threatened against
      Borrower at law or in equity, and to Borrower’s Knowledge, there is no basis for
      any of the foregoing. There are no unsatisfied judgments, penalties or awards
      against or affecting Borrower or its businesses, properties or assets. Borrower
      is not in default, and no event has occurred which with the passage of time
      or
      giving of notice or both would constitute a default by Borrower with respect
      to
      any order, writ, injunction or decree known to or served upon Borrower of any
      court or of any foreign, federal, state, municipal or other governmental
      department, commission, board, bureau, agency or instrumentality, domestic
      or
      foreign. There is no action or suit by Borrower pending or threatened against
      others. Borrower has complied with all laws, rules, regulations and orders
      applicable to its current business, operations, properties, assets, products
      and
      services the violation of which would have a Company Material Adverse Effect.
      There is no existing law, rule, regulation or order, and Borrower has no
      Knowledge of any proposed law, rule, regulation or order, whether foreign,
      federal or state, that would prohibit or materially restrict Borrower from,
      or
      otherwise materially adversely affect Borrower in, conducting its businesses
      in
      any jurisdiction in which it is now conducting business. 

    


    As
      defined in this Agreement, “Knowledge” of Borrower means the actual knowledge by
      a director or officer of Borrower of a particular fact or circumstance or such
      knowledge as may reasonably be imputed to such person as a result of his actual
      knowledge of other facts or circumstances as well as any other knowledge which
      such person would have possessed had they made reasonable inquiry of appropriate
      employees and agents of Borrower with respect to the matter in
      question.

     

     

    
      
        
        

      

      
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    4.8.
      Absence
      of Certain Events.
      To the
      Borrower’s Knowledge, there is no existing condition, event or series of events
      which reasonably would be expected to have a Company Material Adverse
      Effect.

    


    4.9
      Title
      to Property and Assets.
      Borrower does not own any real property. Borrower has good and marketable title
      to all of its personal property and assets free and clear of any material
      restriction, mortgage, deed of trust, pledge, lien, security interest or other
      charge, claim or encumbrance which would have a Company Material Adverse Effect.
      With respect to properties and assets it leases, Borrower is in material
      compliance with such leases and holds a valid leasehold interest free of any
      liens, claims or encumbrances which would have a Company Material Adverse
      Effect.

    


    4.10.
      Governmental
      Permits.
      Borrower holds all licenses, franchises, permits and other governmental
      authorizations which are required for the conduct of any aspect of Borrower’s
      business, as presently conducted and as presently contemplated to be conducted,
      including, but not limited to, all such business operations contemplated by,
      or
      incident to, the Transactions. All such licenses, franchises, permits and other
      governmental authorizations are valid and current, and Borrower has not received
      any notice that any governmental authority intends to cancel, terminate or
      not
      renew any such license, franchise, permit or other governmental authorization.
      Borrower has conducted and is conducting its business in compliance with the
      requirements, standards, criteria and conditions set forth in such licenses,
      franchises, permits and other governmental authorizations, and all laws and
      regulations applicable thereto, and is not in violation of any of the foregoing.
      The consummation of the transactions contemplated hereunder will not alter
      or
      impair or require changes to any such license, franchise, permit or other
      governmental authorization.

    


    4.11
      Borrower
      Control Shares.
      The
      Borrower Control Shares have been duly and validly authorized for issuance
      and
      pledge pursuant to this Agreement and, when issued and delivered as provided
      hereunder, will be duly authorized, validly issued, fully paid and
      non-assessable and free and clear of all Liens imposed by the Borrower or any
      other person other than restrictions on transfer provided for in the Loan
      Documents. As used in this Agreement “Lien” means a lien, charge, security
      interest, right of first refusal, preemptive right, mortgage, pledge, title
      retention device, or other encumbrance or restriction.

    


    ARTICLE
      V
      - COVENANTS OF BORROWER

    


    So
      long
      as the Note is outstanding, Borrower agrees that, unless Lender shall give
      its
      prior consent in writing:

     

     

    
      
        
        

      

      
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    5.1.
      Ordinary
      Course.
      Borrower shall carry on its business in the ordinary course substantially as
      conducted heretofore, and shall not engage in any transaction outside of the
      ordinary course of business.

    


    5.2.
      Maintain
      Properties.
      Borrower shall maintain its properties and facilities in good working order
      and
      condition, reasonable wear and tear excepted.

    


    5.3.
      Performance
      under Agreements.
      Borrower shall perform all of its obligations under agreements relating to
      or
      affecting its assets, properties or rights.

    


    5.4.
      Maintenance
      of Business Organization.
      Borrower shall maintain and preserve its business organization intact and use
      its best efforts to retain its present key employees and relationships with
      suppliers, customers and others having business relationships with Borrower.
      

    


    5.5.
      Compliance
      with Permits.
      Borrower shall maintain compliance with all permits, laws, rules and
      regulations, consent orders and all other orders of applicable courts,
      regulatory agencies, and similar governmental authorities. 

    


    5.6.
      Leases.
      Borrower shall maintain its present leases in accordance with their respective
      terms, and shall not enter into new or amended lease instruments. 

    


    5.7.
      Payments.
      Except
      with respect to the Loan, Borrower shall not make any payment, or incur any
      obligation to make any payment in the ordinary course of business in excess
      of
      $25,000 without the prior written consent of the Lender. 

    


    5.8.
      Loan
      Documents.
      Borrower shall comply in all respects with the terms of all other Loan
      Documents. 

    


    5.9.
      Indebtedness.
      Borrower shall not incur any indebtedness other than: (i) trade debt incurred
      in
      the ordinary course of business, (ii) purchase money obligations in the ordinary
      course of business up to $25,000, or (iii) taxes and assessments not delinquent
      or actively being contested in good faith by Borrower and for which Borrower
      has
      adequate reserves.

    


    5.10.
      Liens.
      Borrower shall not permit to exist against any of its assets any Lien except
      for
      (i) Permitted Liens (as defined in the Security Agreement), (ii) taxes and
      assessments not delinquent or actively being contested in good faith by Borrower
      and for which Borrower has adequate reserves, or (iii) deposits or pledges
      for
      goods or services made in the ordinary course of business.

    


    5.11.
      Mergers.
      Borrower shall not merge or consolidate with or into any other corporation,
      or
      sell, assign, lease or otherwise dispose of or voluntarily part with the control
      (whether in one transaction or in a series of related transactions) of assets
      (whether now owned or hereafter acquired) having a fair market value of more
      than $25,000 at the time(s) of transfer, or sell, assign or otherwise dispose
      of
      (whether in one transaction or in a series of transactions) any of its accounts
      receivable (whether now in existence or hereafter created) at a discount or
      with
      recourse, to any person, except sales or other dispositions of assets in the
      ordinary course of business. 

     

     

    
      
        
        

      

      
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    5.12.
      Issuance
      of Capital Stock.
      Borrower shall not issue, or agree or commit to issue, any shares of capital
      stock, or to issue or grant any option, warrant, security or other rights
      (contingent or otherwise) to purchase or acquire shares of its capital stock,
      or
      any bond, debenture or other instrument or obligation which has the power to
      vote in respect to the corporate affairs and management of
      Borrower.

    


    5.13.
      Charter
      Documents.
      Borrower shall not make any amendment to its Certificate of Incorporation or
      its
      By-Laws. 

    


    Within
      three (3) business days following Borrower’s request for a waiver of any
      provision of this Article V, the Lender shall provide Borrower with their
      response to such request.

    


    ARTICLE
      VI - DEFAULTS AND REMEDIES

    


    6.1.
      An
“Event of Default” occurs if: 

    


    (a)
      Borrower defaults in the payment of any principal or interest of the Note when
      the same shall become due, either by the terms thereof or otherwise as herein
      provided; or

    


    (b)
      Borrower defaults in the performance or observance of any other agreement,
      term
      or condition contained in the Note or the other Loan Documents; or 

    


    (c)
      Borrower shall default in the payment of any principal of, or premium, if any,
      or interest on, any other indebtedness in excess of $25,000 or obligation with
      respect to borrowed money after expiration of any grace or cure period or shall
      default in the performance of any material term of any instrument evidencing
      such indebtedness or of any mortgage, indenture or agreement relating thereto
      after expiration of any grace or cure period, and the effect of such default
      is
      to cause or to permit the holder or holders of such obligation to cause, such
      indebtedness or obligation to become due and payable prior to its stated
      maturity; or 

    


    (d)
      Borrower pursuant to or within the meaning of any Bankruptcy Law:

    


    (i)
      commences a voluntary case,

    


    (ii)
      consents to the entry of an order for relief against it in an involuntary
      case,

     

     

    
      
        
        

      

      
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    (iii)
      consents to the appointment of a Custodian of it or for all or substantially
      all
      of its property,

    


    (iv)
      makes a general assignment for the benefit of its creditors, or

    


    (v)
      is
      the debtor in an involuntary case which is not dismissed within thirty (30)
      days
      of the commencement thereof, or

    


    (f)
      A
      court of competent jurisdiction enters an order or decree under any Bankruptcy
      Law that:

    


    (i)
      provides for relief against Borrower in an involuntary case,

    


    (ii)
      appoints a Custodian of Borrower for all or substantially all of its property,
      or

    


    (iii)
      orders the liquidation of Borrower,

    


    (g)
      A
      final judgment for the payment of money in an amount in excess of $25,000 shall
      be rendered against Borrower (other than any judgment as to which a reputable
      insurance company shall have accepted full liability in writing) and shall
      remain undischarged for a period (during which execution shall not be
      effectively stayed) of 20 days after the date on which the right to appeal
      has
      expired;

    


    (h)
      Any
      representation or warranty made by Borrower in this Agreement, any other Loan
      Document or in any other document or instrument furnished in connection with
      the
      transactions contemplated hereby shall prove to be materially false or incorrect
      on the date as of which such representation or warranty was made;
      or

    


    (i)
      An
      event shall occur or there exist facts or circumstances which create or result
      in a Company Material Adverse Effect; 

    


    then
      and
      in any such case (x) upon the occurrence of any Event of Default described
      in
      paragraphs (e) or (f), the unpaid principal amount of and accrued interest
      on
      the Note shall automatically become due and payable, without presentment,
      demand, protest or notice of any kind, all of which are hereby waived by
      Borrower, and (y) upon the occurrence of any other Event of Default, in addition
      to any other rights, powers and remedies permitted by law or in equity, the
      Lender may, at its option, by notice in writing to Borrower, declare the Note
      to
      be, and the Note shall thereupon be and become, immediately due and payable,
      together with interest accrued thereon and all other sums due hereunder, without
      presentment, demand, protest or other notice of any kind, all of which are
      waived by Borrower.

     

     

    
      
        
        

      

      
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    Upon
      the
      occurrence of any Event of Default, the holder of the Note may proceed to
      protect and enforce its rights by an action at law, suit in equity or other
      appropriate proceeding, whether for the specific performance of any agreement
      contained herein or in the Note held by it, for an injunction against a
      violation of any of the terms hereof or thereof, or for the pursuit of any
      other
      remedy which it may have by virtue of this Agreement, the Security Agreement
      or
      pursuant to applicable law. Borrower shall pay to the holder of the Notes upon
      demand the reasonable costs and expenses of collection and of any other actions
      referred to in this Article, including without limitation reasonable attorneys’
fees, expenses and disbursements.

    


    No
      course
      of dealing and no delay on the part of the holder of the Note in exercising
      any
      of its rights shall operate as a waiver thereof or otherwise prejudice the
      rights of such holders, nor shall any single or partial exercise of any right,
      power or remedy preclude any other or further exercise thereof or the exercise
      of any other right, power or remedy hereunder. No right, power or remedy
      conferred hereby or by the Note on the holder thereof shall be exclusive of
      any
      other right, power or remedy referred to herein or therein or now or hereafter
      available at law, in equity, by statute or otherwise.

    


    6.2
      Rights with Regard to the Borrower Control Shares.

    


    (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 Borrower Control Shares in any
      way permitted by law, or upon fifteen (15) days prior written notice to the
      Borrower and the Stockholders, sell any or all Borrower Control Shares 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 Borrower Control Shares 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 Borrower Control Shares. Pending any such action the Lender
      may liquidate the Borrower Control Shares. 

    


    (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 Borrower Control
      Shares or any securities, guarantees or insurance applying thereon, without
      notice to or the consent of the Borrower or the Stockholders, without affecting
      the Borrower’s or the Stockholder’s liability under this Agreement or the Notes.
      Each of the Borrower and the Stockholder waives notice of acceptance, of
      nonpayment, protest or notice of protest or any of its contract rights and
      any
      other notices to which the Borrower or the Stockholder may be
      entitled.

    


    (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 Borrower Control Shares or any portion thereof
      as
      are provided by the Uniform Commercial Code (the “Code”) as in effect in the
      State of New York and such other rights and remedies in respect thereof which
      it
      may have at law or in equity or under this Agreement without demand or notice
      and without prior judicial hearing or legal proceedings, which the Borrower
      and
      the Stockholder expressly waive. 

     

     

    
      
        
        

      

      
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    (d)
      The
      Lender shall apply the Proceeds, as defined in the Code, of any sale or
      liquidation of the Borrower Control Shares, 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.

    


    6.3.
      For
      purposes of this Article, the following definitions shall apply:

    


    “Bankruptcy
      Law” means Title 11, U.S. Code or any similar federal or state law for the
      relief of debtors, or equivalent law of a non-U.S. jurisdiction.

    


    “Custodian”
      means any receiver, trustee, assignee, liquidator or similar official under
      any
      Bankruptcy Law.

    


    ARTICLE
      VII - NOTICES

    


    All
      notices, requests and demands shall be given to or made upon the respective
      parties hereto in writing, such address as may be designated by it in a written
      notice to the other party. All notices, requests, consents and demands hereunder
      shall be effective when duly deposited in the mails (by overnight delivery
      by a
      nationally-recognized overnight courier service or by United States registered
      or certified mail, postage prepaid, return receipt requested) with a copy via
      facsimile. Unless the parties designate otherwise, notices should be addressed
      as follows: 

    


    If
      to
      Borrower or to the Stockholders:

    


    Cromwell
      Uranium Holdings, Inc.

    8655
      East
      Via De Ventura

    Suite
      G2000

    Scottsdale,
      AZ 85258

    Attn:
      Robert McIntosh, Chief Executive Officer

    Facsimile:
      [insert]

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    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

    


    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

    


    ARTICLE
      VIII - CONDITIONS TO THE LOAN

    


    8.1
      Conditions
      to Borrowing.
      The
      obligation of the Lender to make the Loan is subject to the satisfaction of
      such
      of the following conditions as shall not have been expressly waived in writing
      by the Lender:

    


    (a)
      each
      of the representations and warranties made by the Borrower in or pursuant to
      the
      Loan Documents shall be true and correct in all material respects on and as
      of
      the Loan Date;

    


    (b)
      immediately before and after the making of the Loan, no Event of Default shall
      have occurred and be continuing;

    


    (c)
      receipt by the Lender of all documents it may reasonably request relating to
      the
      existence of the Borrower, the corporate authority for and the validity and
      enforceability of the Loan Documents, and any other matters relevant hereto,
      all
      in form and substance reasonably satisfactory to the Lender.

    


    ARTICLE
      IX - MISCELLANEOUS

    


    9.1.
      Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to conflicts of laws principles thereof.
      

    


    9.2.
      Amendment.
      This
      Agreement may be amended, modified or terminated only by an instrument in
      writing signed by all parties.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
 

    9.3.
      No
      Assignment.
      Neither
      this Agreement nor any right or obligation provided for herein may be assigned
      by any party without the prior written consent of the other
      parties.

    


    9.4.
      Successors.
      The
      terms and provisions of this Agreement shall be binding upon and inure to the
      benefit of, and be enforceable by, the respective successors and assigns of
      the
      parties hereto.

    


    9.5.
      Counterparts.
      The
      Agreement may be executed in any number of counterparts, with the same effect
      as
      if all parties had signed the same document. All such counterparts shall be
      deemed an original, shall be construed together and shall constitute one and
      the
      same instrument. This Agreement may be executed by facsimile
      signature.

    


    9.6.
      Construction.
      The
      language used in this Agreement shall be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rule of strict construction
      shall
      be applied against any party.

    


    9.7.
      Headings.
      The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

    


    9.8.
      Severability.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction shall not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction. If the final judgment of a court of competent jurisdiction
      declares that any term or provision hereof is invalid or unenforceable, the
      parties agree that the court making the determination of invalidity or
      unenforceability shall have the power to limit the term or provision, to delete
      specific words or phrases, or to replace any invalid or unenforceable term
      or
      provision with a term or provision that is valid and enforceable and that comes
      closest to expressing the intention of the invalid or unenforceable term or
      provision, and this Agreement shall be enforceable as so modified.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

        IN
      WITNESS
      WHEREOF, the parties hereto have caused this Bridge Loan and Control Share
      Pledge and Security Agreement to be duly executed as of the day and year first
      above written. 

    
       

      
        	
                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	 
	 	 
	
                   


                	
                	
                   

                	
                
	 	 	 	 


        

         

      

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      A

    


    Promissory
      Note

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

    
      EXHIBIT
        B

      


      Security
        Agreement

    

     

    


    
      
        
          
          

        

        
          15