PLEDGE
        AND ESCROW AGREEMENT

       

      THIS
        PLEDGE AND ESCROW AGREEMENT
        (the
“Escrow
        Agreement”)
        is
        made and entered into as of August 8, 2007 (the “Effective
        Date”)
        by and
        among CROMWELL
        URANIUM CORP.,
        a
        corporation organized and existing under the laws of the State of Nevada
        (the
“Pledgee”),
        CROMWELL
        URANIUM HOLDINGS, INC.,
        a
        corporation organized and existing under the laws of the State of Arizona
        (the
“Borrower”),
        Robert McIntosh (the “Stockholder”) (each of the Borrower and the Stockholder
        are sometimes hereinafter referred to individually as a “Pledgor”
and
        collectively as the “Pledgors”),
        and
GOTTBETTER
        & PARTNERS, LLP,
        a New
        York limited liability partnership, as escrow agent (the “Escrow
        Agent”).
        

       

      RECITALS:

       

      WHEREAS,
        in
        order
        to secure the Borrower’s obligations under a
        certain
        Reversal Loan and Control Share Pledge and Security Agreement, together with
        the
        related Reversal Loan Promissory Note and Security Agreement, all of even
        date
        herewith (collectively referred to as the “Loan
        Documents”)
        (capitalized terms not otherwise defined in this Escrow Agreement shall have
        the
        meanings ascribed to them in the other Loan Documents), the Stockholder has
        agreed to pledge to the Pledgee 100 shares of the common stock of the Borrower
        owned by such Stockholder, which constitute the Borrower Control Shares and
        are
        sometimes hereinafter referred to as the “Pledged
        Shares”.
        

       

      NOW,
        THEREFORE,
        in
        consideration of the mutual covenants, agreements, warranties, and
        representations herein contained, and for other good and valuable consideration,
        the receipt and sufficiency of which is hereby acknowledged, the parties
        hereto
        agree as follows:

       

      TERMS
        AND CONDITIONS

       

      1     Pledge
        and Transfer of Pledged Shares.
        The
        Pledgors hereby grant to the Pledgee a security interest in all Pledged Shares
        as security for the Borrower’s obligations under the Loan Documents.
        Simultaneously with the execution of the Loan Documents, the Pledgors shall
        deliver to the Escrow Agent stock certificates representing the Pledged Shares,
        together with duly executed stock powers or other appropriate transfer documents
        executed in blank by the Pledgors (the “Transfer
        Documents”),
        and
        such stock certificates and Transfer Documents shall be held by the Escrow
        Agent
        until the full payment of all amounts due to the Pledgee under the Loan
        Documents and through repayment in accordance with the terms of the Loan
        Documents, or the termination or expiration of this Escrow
        Agreement.

       

      2.    Rights
        Relating to Pledged Shares.
        

       

      2.1.    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 (as defined herein) has occurred
        and is continuing and that the Pledgors are not in default in the performance
        of
        any term of the Loan Documents.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      2.2.    Upon
        the
        occurrence of an Event of Default and for so long as an Event of Default
        is
        continuing, the Pledgee shall be entitled to vote the Pledged Shares, to
        receive
        dividends and other distributions thereon, and to enjoy all other rights
        and
        privileges incident to the ownership of the Pledged Shares.

       

      3.    Release
        of Pledged Shares from Pledge.
        Upon
        the payment of all amounts due to the Pledgee under the Loan Documents by
        repayment in accordance with the terms of the Note, the parties hereto shall
        notify the Escrow Agent to such effect in writing. Upon receipt of such written
        notice, the Escrow Agent shall return to the Pledgors the Transfer Documents
        and
        the certificates representing the Pledged Shares (collectively the “Pledged
        Materials”),
        whereupon any and all rights of Pledgee in the Pledged Materials shall be
        terminated. Notwithstanding anything to the contrary contained herein, upon
        full
        payment of all amounts due to the Pledgee under the Loan Documents, by repayment
        in accordance with the terms of the Note, this Escrow Agreement and Pledgee’s
        security interest and rights in and to the Pledged Shares shall
        terminate.

       

      4.    Event
        of Default.
        An
        “Event
        of Default”
shall
        be deemed to have occurred under this Escrow Agreement upon an Event of Default
        under the Loan Documents.

       

      5.    Remedies.
        Upon
        the occurrence of an Event of Default, the Pledgee shall provide written
        notice
        of such Default (the “Default
        Notice”)
        to the
        Escrow Agent, with a copy to the Pledgors. As soon as practicable after receipt
        of the Default Notice, the Escrow Agent shall deliver to the Pledgee the
        Pledged
        Materials held by the Escrow Agent hereunder, whereupon the Pledgee may exercise
        all rights and remedies of a secured party with respect to such property
        as may
        be available under the Uniform Commercial Code as in effect in the State
        of New
        York. 

       

      6.    Concerning
        the Escrow Agent.

       

      6.1.    The
        Escrow Agent undertakes to perform only such duties as are expressly set
        forth
        herein and no implied duties or obligations shall be read into this Escrow
        Agreement against the Escrow Agent.

       

      6.2.    The
        Escrow Agent may act in reliance upon any writing or instrument or signature
        which it, in good faith, believes to be genuine, may assume the validity
        and
        accuracy of any statement or assertion contained in such a writing or
        instrument, and may assume that any person purporting to give any writing,
        notice, advice or instructions in connection with the provisions hereof has
        been
        duly authorized to do so. The Escrow Agent shall not be liable in any manner
        for
        the sufficiency or correctness as to form, manner, and execution, or validity
        of
        any instrument deposited in this escrow, nor as to the identity, authority,
        or
        right of any person executing the same; and its duties hereunder shall be
        limited to the safekeeping of such certificates, monies, instruments, or
        other
        document received by it as such escrow holder, and for the disposition of
        the
        same in accordance with the written instruments accepted by it in the
        escrow.

       

      6.3.    The
        Pledgee and the Pledgors hereby agree, to defend and indemnify the Escrow
        Agent
        and hold it harmless from any and all claims, liabilities, losses, actions,
        suits, or proceedings at law or in equity, or any other expenses, fees, or
        charges of any character or nature which it may incur or with which it may
        be
        threatened by reason of its acting as Escrow Agent under this Escrow Agreement;
        and in connection therewith, to indemnify the Escrow Agent against any and
        all
        expenses, including attorneys’ fees and costs of defending any action, suit, or
        proceeding or resisting any claim (and any costs incurred by the Escrow Agent
        pursuant to Sections 6.4 or 6.5 hereof). The Escrow Agent shall be vested
        with a
        lien on all property deposited hereunder, for indemnification of attorneys’ fees
        and court costs regarding any suit, proceeding or otherwise, or any other
        expenses, fees, or charges of any character or nature, which may be incurred
        by
        the Escrow Agent by reason of disputes arising between the makers of this
        escrow
        as to the correct interpretation of this Escrow Agreement and instructions
        given
        to the Escrow Agent hereunder, or otherwise, with the right of the Escrow
        Agent,
        regardless of the instructions aforesaid, to hold said property until and
        unless
        said additional expenses, fees, and charges shall be fully paid. Customary
        fees
        and costs charged by the Escrow Agent for serving hereunder shall be paid
        by the
        Pledgors.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      6.4.    If
        any of
        the parties shall be in disagreement about the interpretation of this Escrow
        Agreement, or about the rights and obligations, or the propriety of any action
        contemplated by the Escrow Agent hereunder, the Escrow Agent may, at its
        sole
        discretion deposit the Pledged Materials with the Clerk of the United States
        District Court for the Southern District of New York, sitting in New York,
        New
        York, and, upon notifying all parties concerned of such action, all liability
        on
        the part of the Escrow Agent shall fully cease and terminate. The Escrow
        Agent
        shall be indemnified by the Pledgors and the Pledgee for all costs, including
        reasonable attorneys’ fees in connection with the aforesaid proceeding, and
        shall be fully protected in suspending all or a part of its activities under
        this Escrow Agreement until a final decision or other settlement in the
        proceeding is received.

       

      6.5.    The
        Escrow Agent may consult with counsel of its own choice (and the costs of
        such
        counsel shall be paid by the Pledgors and the Pledgee) and shall have full
        and
        complete authorization and protection for any action taken or suffered by
        it
        hereunder in good faith and in accordance with the opinion of such counsel.
        The
        Escrow Agent shall not be liable for any mistakes of fact or error of judgment,
        or for any actions or omissions of any kind, unless caused by its willful
        misconduct or gross negligence.

       

      6.6.    The
        Escrow Agent may resign upon ten (10) days’ written notice to the parties in
        this Escrow Agreement. If a successor Escrow Agent is not appointed within
        this
        ten (10) day period, the Escrow Agent may petition a court of competent
        jurisdiction to name a successor.

       

      6.7    Conflict
        Waiver.
        The
        Pledgors hereby acknowledge that the Escrow Agent is counsel to the Pledgee
        in
        connection with the transactions contemplated and referred to herein. The
        Pledgors agree that in the event of any dispute arising in connection with
        this
        Escrow Agreement or otherwise in connection with any transaction or agreement
        contemplated and referred herein, the Escrow Agent shall be permitted to
        continue to represent the Pledgee and the Pledgors will not seek to disqualify
        such counsel and waives any objection the Pledgors might have with respect
        to
        the Escrow Agent acting as the Escrow Agent pursuant to this Escrow Agreement.
        

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      6.8    Notices.
        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
        info re counsel]

      


      If
        to
        Pledgee:

      


      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

      


      If
        to the
        Escrow Agent:

      


      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.

       

      7.    Binding
        Effect.
        All of
        the covenants and obligations contained herein shall be binding upon and
        shall
        inure to the benefit of the respective parties, their successors and
        assigns.

       

       

      
        
          
          

        

        
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      8.    Governing
        Law; Venue; Service of Process.
        The
        validity, interpretation and performance of this Escrow Agreement shall be
        determined in accordance with the laws of the State of New York applicable
        to
        contracts made and to be performed wholly within that state except to the
        extent
        that Federal law applies. The parties hereto agree that any disputes, claims,
        disagreements, lawsuits, actions or controversies of any type or nature
        whatsoever that, directly or indirectly, arise from or relate to this Escrow
        Agreement, including, without limitation, claims relating to the inducement,
        construction, performance or termination of this Escrow Agreement, shall
        be
        brought in the state supreme courts located in New York County, New York
        or the
        United States District Court for the Southern District of New York located
        in
        New York, New York, and the parties hereto agree not to challenge the selection
        of that venue in any such proceeding for any reason, including, without
        limitation, on the grounds that such venue is an inconvenient forum. The
        parties
        hereto specifically agree that service of process may be made, and such service
        of process shall be effective if made, pursuant to Section 8
        hereto.

       

      9.    Enforcement
        Costs.
        If any
        legal action or other proceeding is brought for the enforcement of this Escrow
        Agreement, or because of an alleged dispute, breach, default or
        misrepresentation in connection with any provisions of this Escrow Agreement,
        the successful or prevailing party or parties shall be entitled to recover
        reasonable attorneys’ fees, court costs and all expenses even if not taxable as
        court costs (including, without limitation, all such fees, costs and expenses
        incident to appeals), incurred in that action or proceeding, in addition
        to any
        other relief to which such party or parties may be entitled.

       

      10.    Remedies
        Cumulative.
        No
        remedy herein conferred upon any party is intended to be exclusive of any
        other
        remedy, and each and every such remedy shall be cumulative and shall be in
        addition to every other remedy given hereunder or now or hereafter existing
        at
        law, in equity, by statute, or otherwise. No single or partial exercise by
        any
        party of any right, power or remedy hereunder shall preclude any other or
        further exercise thereof. 

       

      11.    Counterparts.
        This
        Escrow Agreement may be executed in one or more counterparts, each of which
        shall be deemed an original, but all of which together shall constitute the
        same
        instrument.

       

      12.    No
        Penalties.
        No
        provision of this Escrow Agreement is to be interpreted as a penalty upon
        any
        party to this Escrow Agreement.

       

      13.    JURY
        TRIAL.
        EACH OF
        THE PLEDGEE AND THE BORROWER AND THE STOCKHOLDER HEREBY KNOWINGLY, VOLUNTARILY
        AND INTENTIONALLY WAIVES THE RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY OF
        ANY
        CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED HEREON, OR ARISING OUT OF,
        UNDER
        OR IN ANY WAY CONNECTED WITH THE DEALINGS BETWEEN PLEDGEE AND THE PLEDGORS,
        THIS
        PLEDGE AND ESCROW AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH,
        OR
        ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
        OR ACTIONS OF ANY PARTY HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING
        OR
        HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.


       

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF,
        the
        parties hereto have duly executed this Pledge and Escrow Agreement as of
        the
        date first above written. 

       

       

      
        
          
            
              	
                      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	 
	 	GOTTBETTER
&
PARTNERS,
                        LLP
	
                         


                      	
                      	
                        As
                          Escrow Agent

                      	
                      
	Number
                        of Pledged Shares 100	 	 	 


              

               

              
                
                  
                    
                      
                        	
                                 

                              	
                              	
                              	
                                By: 

                              	 
	
                              
	
                                 

                              	
                                
                                  Name: Adam
                                    S. Gottbetter,
                                    Esq.

                                

                              


                      

                    

                  

                

              

              
 

            

          

        

      

      
        
          
          

        

        
          6