Reversal
      Loan Promissory Note

    


    
      	
              $557,927.30

            	
              August
                8, 2007

            


    

    


    FOR
      VALUE
      RECEIVED, CROMWELL URANIUM HOLDINGS, INC., an Arizona corporation (hereinafter
      called the “Borrower”), hereby promises to pay to the order of CROMWELL URANIUM
      CORP., a Nevada corporation (hereinafter called the “Lender”), c/o Gottbetter
& Partners LLP, 488 Madison Avenue, 12th
      Floor,
      New York, New York 10022, the principal sum of Five Hundred Fifty Seven Thousand
      Nine Hundred Twenty Seven Dollars and Thirty Cents ($557,927.30) (the “Loan”),
      in lawful money of the United States of America and in immediately available
      funds. 

    


    1.    The
      outstanding principal balance of this Note, together with accrued and unpaid
      interest thereon, shall be due and payable November 15, 2007. The date such
      repayment is due is sometimes referred to as the “Due Date.” 

    


    2.    This
      Note
      shall bear interest at the rate of nine percent (9%) per annum on the unpaid
      principal balance hereof. Interest shall be calculated on the basis of a year
      of
      three hundred sixty (360) days applied to the actual days on which there exists
      an unpaid balance under this Note.

    


    3.    Interest
      only shall be payable monthly in arrears, commencing thirty (30) days from
      the
      date hereof. Thereafter, on the first business day of each month through and
      including the month in which the Due Date occurs, Borrower shall pay monthly
      installments of interest only.

    


    4.    Upon
      an
“Event of Default,” as defined in the Reversal Loan Agreement described below,
      the rate of interest accruing on the unpaid principal balance of this Note
      shall
      increase to fifteen percent (15%) per annum. Such default interest rate shall
      continue until all defaults are cured.

    


    5.    This
      Note
      is subject to the terms of a Reversal Loan and Control Share Pledge and Security
      Agreement (the “Reversal Loan Agreement”) of even date herewith by and among the
      Borrower, the Stockholder and the Lender. This Note is secured by collateral
      pledged by the Borrower and the Stockholders to the Lender pursuant to a
      Security Agreement of even date herewith by and among the Borrower and the
      Lender (the “Security Agreement”), as well as by the deposit into escrow of the
      Borrower Control Shares (as defined in the Reversal Loan Agreement) pursuant
      to
      the terms of a Pledge and Escrow Agreement of even date herewith by and among
      the Borrower, the Lender, the Stockholder and Gottbetter & Partners LLP, as
      escrow agent (the “Escrow Agreement”). All capitalized and undefined terms
      herein shall have the meaning given them in the Reversal Loan Agreement, the
      Security Agreement or the Escrow Agreement.

    


    6.    Upon
      the
      occurrence of an Event of Default under the Reversal Loan Agreement or the
      Security Agreement, the entire principal amount outstanding hereunder and all
      accrued interest hereon, together with all other sums due hereunder, shall,
      as
      provided in the Reversal Loan Agreement, become immediately due and
      payable.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    7.    This
      Note
      is secured by and is entitled to the benefits of the Security Agreement. In
      addition to the rights and remedies given it by this Note and the Security
      Agreement, the Lender shall have all those rights and remedies allowed by
      applicable laws, including without limitation, the Uniform Commercial Code
      as in
      effect in the State of New York. The rights and remedies of the Lender are
      cumulative and recourse to one or more right or remedy shall not constitute
      a
      waiver of the others. The Borrower shall be liable for all commercially
      reasonable costs, expenses and attorneys’ fees incurred by the Lender in
      connection with the collection of the indebtedness evidenced by the Note.


    


    8.    To
      the
      extent permitted by applicable law, the Borrower waives all rights and benefits
      of any statute of limitations, moratorium, reinstatement, marshalling,
      forbearance, valuation, stay, extension, redemption, appraisement and exemption
      now provided or which may hereafter by provided by law, both as to itself and
      as
      to all of its properties, real and personal, against the enforcement and
      collection of the indebtedness evidenced hereby. 

    


    9.    All
      notices, requests, demands, and other communications with respect hereto shall
      be in writing and shall be delivered by hand, sent prepaid by a
      nationally-recognized overnight courier service or sent by the United States,
      certified, postage prepaid, return receipt requested, at the addresses
      designated in the Reversal Loan Agreement or such other address as the parties
      may designate to each other in writing. 

    


    10.    This
      Note
      or any provision hereof may be waived, changed, modified or discharged only
      by
      agreement in writing signed by the Borrower and the Lender. The Borrower may
      not
      assign or transfer its obligation hereunder without the prior written consent
      of
      the Lender. 

    


    11.    The
      term
“the Borrower” shall include each person and entity now or hereafter liable
      hereunder, whether as maker, successor, assignee or endorsee, each of whom
      shall
      be jointly, severally and primarily liable for all of the obligations set forth
      herein. 

    


    12.    If
      any
      provision of this Note shall for any reason be held invalid or unenforceable,
      such invalidity or unenforceability shall not affect any other provision of
      this
      Note, but this Note shall be construed as if this Note had never contained
      the
      invalid or unenforceable provision. 

    


    13.    This
      Note
      shall be governed by and construed in accordance with the domestic laws of
      the
      State of New York, without giving effect to any choice of law provision or
      rule.
      Any controversy or dispute arising out of or relating to this Note shall be
      settled solely and exclusively in accordance with the provisions of the Reversal
      Loan Agreement and the Security Agreement, dated as of even date herewith,
      which
      provisions are incorporated by reference herein as though fully set forth.
      

     

     

    
      
        
        

      

      
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        IN
      WITNESS
      WHEREOF, the undersigned Borrower has caused the due execution of this Reversal
      Loan Promissory Note as of the day and year first herein above written.


     

    
      	 	 	 
	 	CROMWELL
              URANIUM
              HOLDINGS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name: Robert
              McIntosh
	 	Title: Chief
              Executive Officer




    
      
        
        

      

      
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