REVERSAL
      AGREEMENT

    


    AGREEMENT
      (this
      “Agreement”), dated as of August 8, 2007, by and between Cromwell Uranium Corp.,
      a Nevada corporation (the “Parent”), Robert McIntosh (“McIntosh”) and Cromwell
      Uranium Holdings, Inc., an Arizona corporation (the “Company”). The Parent,
      McIntosh and the Company are each a “Party” and referred to collectively herein
      as the “Parties.”

    


    WHEREAS,
      the Parent and the Company, together with Cromwell Acquisition Corp.
      (“Acquisition Subsidiary”), were parties to an Agreement and Plan of Merger and
      Reorganization, dated as of July 11, 2007 (the “Merger Agreement”), pursuant to
      which Acquisition Subsidiary merged with and into the Company (the “Merger”),
      with the Company remaining as the surviving entity;

    


    WHEREAS,
      in connection with the Merger the 100 shares of common stock of the Company,
      $0.01 par value per share (“Company Shares”) issued and outstanding immediately
      prior to the effective time of the Merger, all of which were owned by McIntosh,
      were converted into an aggregate of 31,000,000 shares
      (the “Merger Shares”) of common stock, $0.001 par value per share, of the Parent
      (“Parent Common Stock”);

    


    WHEREAS,
      to date the Parent has invested a net amount of $535,500 and has advanced
      certain expenses of $22,427.30, or an aggregate of $557,927.30 (the “Capital
      Infusion”) in the proposed operations of the Company; and

    


    WHEREAS,
      in light of recent developments in the public equity and debt markets, as well
      as other considerations, the Parties desire to reverse the Merger and, in
      connection therewith, return the Merger Shares to the Parent’s treasury and to
      repay the Capital Infusion.

    


    1.    PURCHASE
      AND SALE OF COMPANY SHARES

     

    (a)    Purchase
      of Company Shares.
      McIntosh agrees to purchase at Closing (as defined below), and the Parent agrees
      to sell to McIntosh at the Closing, the Company Shares. As payment of the
      purchase price (the “Purchase Price”) for the Company Shares, McIntosh shall
      deliver the Merger Shares to the Company, accompanied by a stock power duly
      endorsed in blank.

     

    (b)    Closing.
      The
      Closing of the transactions contemplated by this Agreement shall take place
      simultaneously with the execution of this Agreement, or as soon thereafter
      as is
      practicable, at the offices of Gottbetter & Partners, LLP, 488 Madison
      Avenue, New York, New York 10022.

     

    (c)    Capital
      Infusion.
      As
      additional consideration for the purchase and sale of the Company shares, the
      Company shall repay the Capital Infusion to the Parent. The Company shall repay
      the Capital Infusion by delivering to the Parent a promissory note (the
“Reversal Note”) in the principal amount of Five Hundred Fifty Seven Thousand
      Nine Hundred Twenty Seven Dollars and Thirty Cents ($557,927.30). The terms
      of
      the Reversal Note, and the security for the payment therefore, are set forth
      in
      the accompanying Reversal Loan and Control Share Pledge and Security Agreement
      and related documents (together with this Agreement, the “Transaction
      Documents”).

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    2.    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

    The
      Company (together with McIntosh, as appropriate) represents and warrants to
      the
      Parent as follows:

     

    (a)    Organization.
      Company
      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 Company, or the ability of Company to
      carry
      out their respective obligations under the Transaction Documents (a “Company
      Material Adverse Effect”).

     

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

     

    (c)    Authorization.
      All
      corporate action on the part of McIntosh and of Company and its officers,
      directors and stockholders necessary for the authorization, execution, delivery
      and performance of all obligations of Company and McIntosh under the Transaction
      Documents to which any of them may be a party have been taken. This Agreement
      and the other Transaction Documents, when executed and delivered by Company
      and
      McIntosh, as appropriate, shall constitute legal, valid and binding obligations
      of Company and McIntosh, enforceable against Company and McIntosh 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.

     

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

     

    (e)    Consents
      and Approvals.
      Company
      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
      Company’s business as currently conducted, or are required by law.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    (f)    Capitalization.
      The
      authorized and outstanding share capital of Company 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
      Company. Company 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 Company 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 Company. To the Knowledge of the Company,
      except as otherwise contemplated by this Agreement, there are no agreements
      to
      which the Company 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 Company. To the
      Knowledge of the Company, there are no agreements among other parties, to which
      the Company 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
      Company.

     

    (g)    Litigation.
      There
      are no actions, suits, claims, investigations, arbitrations or other legal
      or
      administrative proceedings, to the Knowledge of Company, threatened against
      Company at law or in equity, and to Company’s Knowledge, there is no basis for
      any of the foregoing. There are no unsatisfied judgments, penalties or awards
      against or affecting Company or its businesses, properties or assets. Company
      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 Company with respect
      to
      any order, writ, injunction or decree known to or served upon Company 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 Company pending or threatened against
      others. Company 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 Company has no
      Knowledge of any proposed law, rule, regulation or order, whether foreign,
      federal or state, that would prohibit or materially restrict Company from,
      or
      otherwise materially adversely affect Company in, conducting its businesses
      in
      any jurisdiction in which it is now conducting business. 

     

    (h)    As
      defined in this Agreement, “Knowledge” of Company means the actual knowledge by
      a director or officer of Company 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 Company with respect to the matter in
      question.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

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

     

    (j)    Governmental
      Permits.
      Company
      holds all licenses, franchises, permits and other governmental authorizations
      which are required for the conduct of any aspect of Company’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 Company 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.
      Company 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.

     

    (k)    Merger
      Shares.
      McIntosh owns the Merger Shares free and clear of all liens and encumbrances,
      and has the full power and authority to transfer the Merger Shares to the
      Parent.

     

    (l)    Investment
      Purpose.
      McIntosh is acquiring the Company Shares for his own account for investment
      only
      and not with a view towards, or for resale in connection with, the public sale
      or distribution thereof, except pursuant to sales registered or exempted under
      the Securities Act of 1933, as amended (the “Securities Act”). McIntosh agrees
      not to sell, hypothecate or otherwise transfer the Company Shares unless the
      securities are registered under the Federal and applicable state securities
      laws
      or unless, in the opinion of counsel satisfactory to the Company, an exemption
      from such law is available.

     

    (m)    Reliance
      on Exemptions.
      McIntosh understands that the Company Shares are being offered and sold to
      it in
      reliance on specific exemptions from the registration requirements of United
      States federal and state securities laws and that the Parent is relying in
      part
      upon the truth and accuracy of, and McIntosh’s compliance with, the
      representations, warranties, agreements, acknowledgments and understandings
      of
      McIntosh set forth herein in order to determine the availability of such
      exemptions and the eligibility of McIntosh to acquire such
      securities.

     

    3.    REPRESENTATIONS
      AND WARRANTIES OF THE PARENT

     

    (a)    Organization.
      Parent
      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 Parent, or the ability of Parent to carry
      out their respective obligations under the Transaction Documents (a “Parent
      Material Adverse Effect”).

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

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

     

    (c)    Authorization.
      All
      corporate action on the part of Parent and its officers, directors and
      stockholders necessary for the authorization, execution, delivery and
      performance of all obligations of Parent under the Transaction Documents to
      which any of them may be a party have been taken. This Agreement and the other
      Transaction Documents, when executed and delivered by Parent, shall constitute
      legal, valid and binding obligations of Parent, enforceable against Parent
      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.

     

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

     

    (e)    Consents
      and Approvals.
      Parent
      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
      Parent’s business as currently conducted, or are required by law.

     

    (f)    Litigation.
      There
      are no actions, suits, claims, investigations, arbitrations or other legal
      or
      administrative proceedings, to the Knowledge of Parent, threatened against
      Parent at law or in equity, and to Parent’s Knowledge, there is no basis for any
      of the foregoing. There are no unsatisfied judgments, penalties or awards
      against or affecting Parent or its businesses, properties or assets. Parent
      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 Parent with respect
      to
      any order, writ, injunction or decree known to or served upon Parent 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 Parent pending or threatened against
      others. Parent 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 Parent Material Adverse Effect.
      There is no existing law, rule, regulation or order, and Parent has no Knowledge
      of any proposed law, rule, regulation or order, whether foreign, federal or
      state, that would prohibit or materially restrict Parent from, or otherwise
      materially adversely affect Parent in, conducting its businesses in any
      jurisdiction in which it is now conducting business. 

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    (g)    As
      defined in this Agreement, “Knowledge” of Parent means the actual knowledge by a
      director or officer of Parent 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 Parent with respect to the matter in
      question.

     

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

     

    (i)    Governmental
      Permits.
      Parent
      holds all licenses, franchises, permits and other governmental authorizations
      which are required for the conduct of any aspect of Parent’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 Parent 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.
      Parent 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.

     

    (j)    Company
      Shares.
      Parent
      owns the Company Shares free and clear of all liens and encumbrances, and has
      the full power and authority to transfer the Company Shares to McIntosh, subject
      to such liens and encumbrances as are contemplated by the Transaction
      Documents.

     

    (k)    Investment
      Purpose.
      The
      Parent is acquiring the Merger Shares for its own account for investment only
      and not with a view towards, or for resale in connection with, the public sale
      or distribution thereof, except pursuant to sales registered or exempted under
      the Securities Act. The Parent agrees not to sell, hypothecate or otherwise
      transfer the Merger Shares unless the securities are registered under the
      Federal and applicable state securities laws or unless, in the opinion of
      counsel satisfactory to the Parent, an exemption from such law is
      available.

     

    (l)    Reliance
      on Exemptions.
      The
      Parent understands that the Merger Shares are being offered and sold to it
      in
      reliance on specific exemptions from the registration requirements of United
      States federal and state securities laws and that McIntosh is relying in part
      upon the truth and accuracy of, and the Parent’s compliance with, the
      representations, warranties, agreements, acknowledgments and understandings
      of
      the Parent set forth herein in order to determine the availability of such
      exemptions and the eligibility of the Parent to acquire such
      securities.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    4.    EMPLOYMENT
      AGREEMENTS

     

    The
      Employment Agreements between the Parent and each of McIntosh, David Naylor
      and
      Graeme Scott shall be cancelled and of no further force and effect as of the
      Closing.

     

    5.    NAME
      CHANGE

     

    The
      Parent shall change its name to remove the word Cromwell therefrom. Parent
      shall
      use its reasonable efforts to accomplish this name change prior to the Closing.
      McIntosh, as a shareholder of the Parent, will vote in favor of such name
      change.

     

    6.    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 the
      Company or toMcIntosh:

    


    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]

    


    If
      to the
      Parent:

    


    Cromwell
      Uranium corp..

    1640
      Terrace Way

    Walnut
      Creek, CA 94597

    Attn:
      David Rector, President and Chief Executive Officer

    Facsimile:
      (925) 930-6338

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    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

    


     

    7.    MISCELLANEOUS

     

    (a)    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.
      

     

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

     

    (c)    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.

     

    (d)    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.

     

    (e)    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.

     

    (f)    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.

     

    (g)    Further
      Assurances.

     

    (i)    Following
      the Closing, each of the Company and McIntosh shall, from time to time, execute
      and deliver such additional instruments, documents, conveyances or assurances
      and take such other actions as shall be necessary, or otherwise reasonably
      be
      requested by the Parent, to confirm and assure the rights and obligations
      provided for in this Agreement and render effective the consummation of the
      purchase and sale of Merger Shares contemplated hereby, or otherwise to carry
      out the intent and purposes of this Agreement and the other Transaction
      Documents.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    (ii)    Following
      the Closing, the Parent shall from time to time, execute and deliver such
      additional instruments, documents, conveyances or assurances and take such
      other
      actions as shall be necessary, or otherwise reasonably be requested by the
      Company and McIntosh, to confirm and assure the rights and obligations provided
      for in this Agreement and render effective the consummation of the purchase
      and
      sale of Company Shares contemplated hereby, or otherwise to carry out the intent
      and purposes of this Agreement and the other Transaction Documents.

     

    (h)    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.

     

    (i)    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.

     

    [signature
      page follows]

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Reversal Agreement to
      be
      duly executed as of the day and year first above written. 


    
       

      
        	
                PARENT:

              	
                COMPANY:

              
	 	 
	
                CROMWELL
                  URANIUM CORP.

              	
                CROMWELL
                  URANIUM HOLDINGS, INC.

              
	 	 
	
                By: 

              	 
	
              	
                By: 

              	 
	
              
	
                Name: David
                  Rector

              	
                Name: Robert
                  McIntosh

              
	
                Title: Chief
                  Executive Officer

              	
                Title: Chief
                  Executive Officer

              


      

       

      
        
          	 	 
	
                  
                    ROBERT
                      MCINTOSH

                  

                	
                  
                    [With
                      respect to Article 4 only]

                  

                
	 	 
	
                   


                	
                	
                   DAVID
                    NAYLOR

                	
                
	 	 	 	 
	 	 	  
	 
	 	 	 	 
	 	 	[With
                  respect to Article 4 only]	 
	 	 	 	 
	 	 	GRAEME
                  SCOTT	 
	 	 	 	 
	 	 	  
	 
	 	
                


        

         

      

       

      
        
          
          

        

        
          10