bancroft8ka052208ex10-1.htm


    
      

      

    

    BANCROFT
Consulting Agreement

    


     

    CONSULTING
AGREEMENT

     

    This
Consulting Agreement (“Agreement”) is between Bancroft
Uranium, Inc. (“BANCROFT”), and Robert
McIntosh having a place of business as set forth below (“Contractor”).  This
Agreement is effective as of May 23, 2008 (the “Effective Date”).

     

    
      	

              Whereas
      BANCROFT and Contractor desire to create a consulting relationship in
      connection with certain services to be provided by Contractor to BANCROFT,
      as described below, the parties agree as follows:

               

              1.       Work
      and Compensation.  Contractor agrees to perform the work
      set forth in Exhibit
      A (“Statement of
      Work”) and to provide any work product resulting therefrom to
      BANCROFT.  Contractor will be paid compensation in the amount
      and at the times set forth in Exhibit
      B, subject to timely submission of any deliverables in accordance
      with the schedule in the applicable Statement of Work.  Unless
      other terms are set forth in Exhibit B,
      BANCROFT will pay Contractor for services within thirty (30) days of the
      date of receipt of Contractor’s detailed invoice.  Contractor
      will provide BANCROFT with reasonable documentation and work description
      in connection with Contractor’s invoices, as requested by
      BANCROFT.

               

              2.       Term.

               

              2.1       Completion of
      Services.  This
      Agreement will become effective on the Effective Date and will continue in
      effect until completion of the Statement of Work as set forth in Exhibit A or
      any subsequent Statements of Work as set forth in Section 2.2, unless
      terminated earlier as set forth in Section 7.1.

               

              2.2       Subsequent Statements of
      Work.  Contractor and BANCROFT may from time to time
      execute subsequent Statements of Work in the form of Exhibit
      D, each of which will be deemed to be part of this Agreement upon
      the earlier of (a) the date of mutual execution of the subsequent
      Statement of Work or (b) the date when Contractor commences any work
      described on a subsequent Statement of Work that has been duly executed by
      BANCROFT.  To the extent any terms set forth on any subsequent
      Statement of Work conflict with the terms of this Agreement, the terms on
      the Statement of Work will prevail, but only with respect to the subject
      work described therein.

               

              3.       Responsibilities.  Contractor
      will perform and promptly complete the Statement of Work set forth in
      Exhibit A
      in a professional and timely manner consistent with industry standards at
      a location, place and time that Contractor deems
      appropriate.  Contractor, in its sole discretion, will determine
      the manner, method, details and means of performing work under a Statement
      of Work.  Except as otherwise indicated on Exhibit B attached
      hereto, Contractor will provide its own equipment, tools, and other
      materials at its own expense in performing work under the Statement of
      Work.

            	 	 	      
      3.1       Acceptance or Rejection of
      Work.  Although much of the work that the Contractor will
      perform, will include providing geological information to subcontractors,
      drilling staff, potential strategic partners and liaison work with various
      geological and extraction firms employed by BANCROFT, it is also possible
      that Contractor’s work will be submitted to BANCROFT in written
      form.  In such a case, upon Contractor’s submission of the work
      product, BANCROFT will, in its sole discretion, accept or reject all or
      part of the work product or return it to Contractor with suggested
      changes.  Contractor acknowledges that if the unaccepted portion
      of the work product contains any Confidential Information or BANCROFT
      Materials, then BANCROFT will retain sole and exclusive ownership of such
      property, and Contractor will either return the unaccepted work product to
      BANCROFT or provide BANCROFT with satisfactory evidence that the
      unaccepted work product has been destroyed. 

               

              3.2       Modification of Work
      Product.  If BANCROFT requires a change to the work
      product, for instance because it desires to modify the scope of
      Contractor’s mining or geological report or because it requires additional
      information, it will notify Contractor of the requested change and the due
      date for resubmitting the revised work product.  BANCROFT may
      accept or reject all or part of the corrected work product at its sole
      discretion.  BANCROFT will have no obligation to return any
      accepted work product to Contractor.

               

              4.       Ownership
      of Property.

               

              4.1       Works Assigned to
      BANCROFT.  Contractor will promptly make full disclosure
      to BANCROFT, will provide and deliver to BANCROFT, will hold in trust for
      the sole right and benefit of BANCROFT, and will assign, and does hereby
      assign, to BANCROFT all Contractor’s right, title and interest in and to
      any and all inventions, original works of authorship, developments,
      designs, improvements, trade secrets and other work product related to any
      Statements of Work, including tangible embodiments thereof, which
      Contractor may solely or jointly conceive, develop, make or reduce to
      practice, at any time during the term of this Agreement, together with all
      patent, copyright, trademark and other rights, including tangible
      embodiments thereof, that Contractor has or may acquire in all countries
      arising in performance of any Statement of Work (collectively, the “Works”).

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      
        BANCROFT
Consulting Agreement

      

      
      

       

      
        	4.2     Intellectual Property Rights
      Registration. Although the nature of the services Contractor will
      be performing are not generally of the sort that product intellectual
      property rights, it is conceivable that the services rendered by
      Contractor will produce innovations within the field of mineral
      extraction, including processes, methods of extraction and terminology and
      brand names associated with these processes and methods, which could also
      include software designs or algorithms which improve the efficiency of
      mineral extraction.  Some of these processes or methods may be
      patentable or otherwise protectable.   Contractor agrees to
      assist BANCROFT in every lawful way to obtain, prepare and prosecute
      applications for letters patent, trademark, mask work and copyright
      registrations covering the Works assigned hereunder to BANCROFT, in order
      to perfect BANCROFT’s title to the Works, and to protect and enforce
      BANCROFT’s rights in the Works in the U.S. or foreign countries, including
      promptly executing additional separate assignment(s) for any of the Works,
      whenever requested by BANCROFT.  Such obligations will continue
      beyond the completion of the Statement of Work and beyond the termination
      of this Agreement, but BANCROFT will compensate Contractor at a reasonable
      rate for time actually spent by Contractor at BANCROFT’s request on such
      assistance after such termination.  If BANCROFT is unable for
      any reason to secure Contractor’s signature to apply for or to pursue any
      application for any U.S. or foreign letters patent, trademark, mask work
      or copyright registrations covering Work assigned to BANCROFT, then
      Contractor hereby irrevocably designates and appoints BANCROFT and its
      duly authorized officers and agents as Contractor’s agent and
      attorney-in-fact, to act for and in Contractor’s behalf and stead to
      execute and file any such application and to do all other lawfully
      permitted acts to further the prosecution and issuance of letters patent,
      trademark, copyright or mask work registrations with the same legal force
      and effect as if executed by Contractor. 

                 

                4.3       Other
      Rights.  If Contractor has any rights to any Works that
      cannot be assigned to BANCROFT, Contractor unconditionally and irrevocably
      waives the enforcement of such rights, and all claims and causes of action
      of any kind against BANCROFT with respect to such rights, and agrees, at
      BANCROFT’s request and expense, to consent to and join in any action to
      enforce such rights.  If Contractor has any right to any Works
      that cannot be assigned to BANCROFT or waived by Contractor, Contractor
      unconditionally grants to BANCROFT during the term of such rights, an
      exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free
      license, with rights to sublicense through multiple levels of
      sublicensees, to reproduce, create derivative works of, distribute,
      publicly perform and publicly display by all means now known or later
      developed, such rights and tangible embodiments thereof.

              	 	 	4.4       Exceptions to
      Assignments.  Contractor understands that the provisions
      of this Agreement requiring assignment to BANCROFT do not apply to any
      invention as to which Contractor can prove the following:  (a)
      no equipment, supplies, facility or trade secret of BANCROFT was used in
      its development and (b) it does not relate to the Statement of Work or to
      BANCROFT’s actual or demonstrably anticipated research and development,
      and does not result from any work performed by Contractor for
      BANCROFT.  Contractor will advise BANCROFT promptly in writing
      of the existence and general nature of (but not any confidential subject
      matter of) any inventions that Contractor believes meet the criteria in
      this Section 4.4, and if so requested, the subject matter of the invention
      and all evidence necessary to substantiate such belief. 

                 

                5.       Representations
      and Warranties.  Contractor hereby represents and
      warrants with respect to each Work and to the services Contractor provides
      hereunder that Contractor is a qualified, trained geologist, skilled in
      the type of services provided under this Agreement.  Any Works
      or other reports produced under this Agreement are prepared in a manner
      consistent with industry best practices throughout the field of mineral
      extraction.  BANCROFT relies on, and Contractor represents that
      BANCROFT can rely on Contractor’s expertise in the field of Geology
      generally and mineral extraction in particular.  It is the
      understanding of BANCROFT that Contractor will personally perform the
      services required under this Agreement.  However, If Contractor
      uses third parties to create any products or to perform any services
      related to the Work, then Contractor represents and warrants that
      Contractor has (I) obtained all of the necessary rights to the Work from
      all such third parties to the same extent as warranted above and (II)
      caused such third parties to enter into confidentiality agreements that
      contain the same language as contained in this Agreement with respect to
      protecting BANCROFT’s Confidential Information.

                 

                6.       Indemnification. 
      Contractor will indemnify and hold harmless BANCROFT, its parents,
      stockholders, officers, directors, employees, sub-licensees, customers and
      agents (collectively the “Indemnified Parties”)
      from any and all claims, losses, liabilities, damages, expenses and costs
      (including attorneys’ fees and court costs) that result from a breach of
      any representation or warranty of Contractor (a “Claim”) set forth in
      Section 5 of this Agreement.

                 

                
                  7.      
      Termination.

                

                 

                7.1       Termination.  This
      Agreement may be terminated by BANCROFT with or without cause, effective
      upon delivery of written notice.  Contractor may terminate this
      Agreement for any reason on seven (7) days’ written notice to BANCROFT or
      such longer period as may be specified in the attached
      exhibits.  In the event that Contractor gives notice of
      termination during the performance of the Statement of Work, the terms of
      the Agreement will govern completion, acceptance and payment by BANCROFT
      for any work product.

              


      

       

      
        
          
          

        

        
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        BANCROFT
Consulting Agreement

         

      

      
        
          	

                  7.2       Return of
      Materials.  Following any notice of termination of this
      Agreement given pursuant to Section 7.1 or upon expiration of the term of
      this Agreement, Contractor will fully cooperate with BANCROFT in all
      matters relating to the winding up of Contractor’s pending work on behalf
      of BANCROFT and the orderly transfer of any work or documents to
      BANCROFT.   Contractor agrees that, at the time of
      terminating Contractor’s engagement with BANCROFT and at any other time
      BANCROFT requests, Contractor will deliver to BANCROFT any and all
      devices, materials, software, records, data, notes, reports, proposals,
      lists, correspondence, specifications, drawings, blueprints, sketches,
      equipment, other documents or property, or reproductions of any
      aforementioned items (in whole or in part) belonging to BANCROFT, its
      successors, or assigns, or embodying BANCROFT’s Confidential Information
      or work product developed under this Agreement (collectively “BANCROFT
      Materials”).  Contractor may not retain any BANCROFT
      Materials without the written authorization of an authorized BANCROFT
      officer.

                   

                  

                    7.3       BANCROFT Materials.
      Contractor agrees it will not use BANCROFT Materials for any purpose other
      than in performance of the Statement of Work.  Upon termination,
      Contractor agrees to sign and deliver the “Termination Certification”
      attached hereto as Exhibit
      C. Contractor will not, during or after Contractor’s engagement
      with BANCROFT, deliver or transfer to any person, or use, without written
      authorization by an authorized BANCROFT officer any BANCROFT Materials or
      other property owned by BANCROFT.

                     

                    8.       Confidential
      Information.

                     

                    8.1       BANCROFT Confidential
      Information.  The term “Confidential Information” will be
      deemed to include all information obtained by Contractor from BANCROFT or
      disclosed to Contractor by BANCROFT, or which Contractor learned of or
      developed during the term of and in connection with Contractor’s
      engagement, which relates to BANCROFT’s past, present, and future
      research, product development or business activities or the results of
      such activities.  In particular, Confidential Information will
      be deemed to include any trade secret, idea, process, invention,
      improvement, know-how, information, characters, story lines, prices,
      technique, algorithm, computer program (source and object codes),
      database, design, drawing, formula or test data, relating to any research
      project, work in process, future development, engineering, manufacturing,
      marketing, servicing, financing or personnel matter relating to BANCROFT,
      its present or future products, sales, suppliers, clients, customers,
      employees, consultants, investors, licensees, licensors or business,
      whether in oral, written, graphic or electronic form, as well as any other
      information that BANCROFT labels or deems Confidential
      Information.  Confidential Information will not include
      information that Contractor can demonstrate by written record was
      previously known to Contractor or publicly disclosed without breach of an
      obligation of confidentiality, either prior or subsequent to Contractor’s
      receipt of such information

                  

                	 	 	      
      8.2       Promise Not to
      Disclose.  Contractor agrees, at all times during the
      term of this Agreement and thereafter, to hold in strictest confidence,
      and not to use or disclose to any person, firm or corporation without
      written authorization of an authorized officer of BANCROFT, any
      Confidential Information, except such use and disclosure as is necessary
      in carrying out Contractor’s work for BANCROFT and authorized in writing
      by BANCROFT.  Contractor does not hereby receive any implied or
      granted rights or licenses to trademarks, inventions, copyrights or
      patents of BANCROFT or any third parties.  All Confidential
      Information (including all copies thereof) will at all times remain the
      property of BANCROFT and will be returned to BANCROFT after the
      Contractor’s need for it has expired, or upon request by BANCROFT.
      

                   

                  8.3       Former and Current Client
      Information.  Contractor agrees that Contractor will not,
      during Contractor’s engagement with BANCROFT, improperly use or disclose
      any proprietary information or trade secrets of third parties, such as
      Contractor’s other employers, clients or companies through which
      Contractor has access to such information, if any.  Contractor
      will not bring onto the premises of BANCROFT or use in the performance of
      the Statement of Work, any unpublished documents or any property belonging
      to third parties, such as Contractor’s former employers, clients or
      customers, if any, unless consented to in writing by such party and such
      consents are submitted to BANCROFT.

                   

                  8.4       Third Party
      Information.  Contractor recognizes that BANCROFT may
      have received and in the future may receive from third parties their
      confidential or proprietary information subject to certain duties on
      BANCROFT’s part to maintain the confidentiality of such information and to
      use it only for certain limited purposes.  Contractor agrees
      that Contractor owes BANCROFT and such third parties, during the term of
      Contractor’s engagement and thereafter, whatever duty exists between
      BANCROFT and such third parties to hold all such confidential or
      proprietary information in the strictest confidence and not to disclose it
      to any person, firm, or corporation (except as necessary in carrying out
      Contractor’s work for BANCROFT consistent with BANCROFT’s agreement with
      such third party) or to use it for the benefit of anyone other than for
      BANCROFT or such third party (consistent with BANCROFT’s agreement with
      such third party) without written authorization of an authorized officer
      of BANCROFT.

                   

                  9.       Assignment.  The
      rights and obligations of Contractor may be assigned upon written notice
      to BANCROFT thereof, provided that, in BANCROFT’s sole discretion and
      judgment, such an assignee is acceptable to BANCROFT.  The
      rights and obligations of BANCROFT under this Agreement will inure to the
      benefit of and will be binding upon the successors and assignees of
      BANCROFT.

                


        

      

       

      
        
          
          

        

        
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        BANCROFT
Consulting Agreement

         

      

      
        
          	10.     Conflicting
      Work.  Contractor agrees that, during the term of this
      Agreement, Contractor will not engage in any other work, consulting, or
      other business activity that would create a conflict of interest with
      Contractor’s obligations to BANCROFT under this Agreement with
      BANCROFT. 

                   

                  11.     Independent
      Contractor Relationship.  CONTRACTOR’s relationship with
      BANCROFT will be that of an independent contractor and nothing in this
      Agreement should be construed to create a partnership, joint venture, or
      employer-employee relationship.  Contractor is not the agent of
      BANCROFT and is not authorized to make any representation, contract, or
      commitment on behalf of BANCROFT.  If Contractor is an
      individual, then he or she will not be entitled to any of the benefits
      which BANCROFT may make available to its employees, including, but not
      limited to, group insurance, stock option plans, profit-sharing or
      retirement benefits.  If applicable, BANCROFT will regularly
      report amounts paid to Contractor by filing Form 1099-MISC with the
      Internal Revenue Service, as required by law.  Because
      Contractor is an independent contractor, BANCROFT will not withhold or
      make payments for social security, make unemployment insurance or
      disability insurance contributions, or obtain worker’s compensation
      insurance on Contractor’s behalf.  Contractor will be solely
      responsible for, and agrees to accept exclusive liability for, complying
      with all applicable foreign, federal and state laws governing
      self-employed individuals, including obligations such as payment of taxes,
      social security, disability and other contributions based on fees paid to
      Contractor or its agents under this Agreement.  Contractor
      hereby agrees to indemnify and hold harmless the Indemnified Parties
      against any and all such taxes or contributions, including penalties and
      interest.

                   

                  12.     Governing
      Law.  This Agreement will be governed and construed in
      accordance with the laws of the State of Nevada as applied to transactions
      taking place wholly within Nevada between Nevada residents.  In
      the event of a dispute, the parties agree to mediate in good faith before
      a neutral third party agreeable to both parties prior to instituting any
      legal action other than injunctive relief, such mediation to take place in
      the Clark County, Nevada.  Contractor hereby expressly consents
      to the exclusive personal and subject-matter jurisdiction of the state and
      federal courts located in the Clark County, Nevada, for any dispute
      arising from or related to this Agreement.

                   

                  13.     Survival. Any respective
      obligations of Contractor or BANCROFT hereunder which by their nature
      would continue beyond the termination, cancellation or expiration of this
      Agreement will survive such termination, cancellation or expiration,
      including but not limited to the obligations set forth in the following
      provisions:  Section 4, Section 5, Section 6,
      Section 7, Section 8, Section 11, Section 12,
      Section 13, Section 14, Section 16 and
      Section 18.

                	 	 	14.     Entire
      Agreement; Amendment.  This Agreement together with any
      subsequent Statements of Work hereunder constitutes the entire agreement
      between the parties regarding the services rendered by Contractor to
      BANCROFT, and this Agreement supersedes all prior or contemporaneous
      agreements, commitments, representations, writings, and discussions
      between BANCROFT and Contractor, whether oral or written.  This
      Agreement may be amended only by a writing executed by Contractor and an
      authorized officer of BANCROFT.  Contractor expressly
      acknowledges that Contractor has read the terms of this Agreement, has had
      the opportunity to discuss those terms with his or her own legal counsel,
      and understands that this is a legally binding contract. 

                   

                  15.     Notices.  Any
      notice, request, demand or other communication hereunder will be in
      writing and will be deemed to be duly given (a) upon actual receipt when
      personally delivered to an officer of BANCROFT or to Contractor, as the
      case may be, (b) three days after deposit in the U.S. Mail by certified or
      registered mail, return receipt requested with postage prepaid, or (c)
      upon actual receipt or two days after being sent by reputable
      international overnight courier, delivery fees prepaid; in each case
      addressed to the addresses set forth on the signature page of this
      Agreement or to such other address as either party may specify by notice
      to the other as provided in this section.

                   

                  16.     Interpretation;
      Severability.  Section and other headings contained in
      this Agreement are for reference only and will not affect the meaning or
      interpretation of this Agreement.  If any provision of this
      Agreement is considered unclear or ambiguous, it will not be construed
      against the party that drafted the provision, but instead will be
      construed to effectuate the intent of both parties as expressed in this
      Agreement. 
      Should any valid federal or state law or final determination of any
      administrative agency or court of competent jurisdiction invalidate or
      otherwise affect any provision of this Agreement, any provision so
      affected will be conformed automatically and to the extent possible to the
      law or determination in question and enforced insofar as possible
      consistent with the intent of the parties, and in all events the remaining
      provisions of this Agreement will continue in full force and
      effect.

                   

                  17.     Counterparts.
      This Agreement may be executed in counterparts, each of which will
      be deemed to be an original.

                   

                  18.     Attorneys’
      Fees. If an action is brought to interpret or enforce the terms of
      this Agreement, the prevailing party will be entitled to recover from the
      non-prevailing party, in addition to all other remedies at law and equity,
      all costs and expenses incurred by the prevailing party with respect to
      such action, including but not limited to attorneys’ fees, costs and
      disbursements.

                


        

         

      

    

    
      
        
           


        

        
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    BANCROFT
Consulting Agreement

     

    
 

    In Witness
Whereof, the parties hereto have caused this Consulting Agreement to be
duly executed as of the first date written above.

    


    
      	
              BANCROFTBancroft
      Uranium, Inc.:

            	 
      	
              Contractor:

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
              /s/ P. Leslie Hammond

            	 
      	
              /s/ Robert McIntosh

            	 
	
              Signature

            	 
      	
              Signature

            	 
	 
      	 
      	 
      	 
	
              P. Leslie Hammond

            	 
      	
              Robert McIntosh

            	 
	
              Name
      (please print)

            	 
      	
              Name
      (please print)

            	 
	 
      	 
      	 
      	 
	
              Chief Executive Officer

            	 
      	
              Consultant

            	 
	
              Title

            	 
      	
              Title

            	 
	 
      	 
      	 
      	 
	
              May 23, 2008

            	 
      	
              May 23, 2008

            	 
	
              Date

            	 
      	
              Date

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
              Address
      for Notices:

            	 
      	
              Address
      for Notices:

            	 
	
              BANCROFT

            	 
      	 
      	 
	
              Bancroft
      Uranium, Inc.

            	 
      	
              [address omitted]

            	 
	
              8655
      East Via de Ventura

            	 
      	 
      	 
	
              Scottsdale,
      AZ  85258

            	 
      	 
      	 
	
              Phone:  (480)346-1460

            	 
      	 
      	 
	
              Attention:  President
      & CEO

            	 
      	 
      	 


    

    


    


    Attachments:

    Exhibit A—Statement of Work and
Project Schedule

    Exhibit B—Payment
Schedule

    Exhibit C—Contractor Termination
Certification

    Exhibit D—Form of Subsequent
Statement of Work

     

     

    
 

    


    Signature
Page to

    BANCROFT
Consulting Agreement

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    BANCROFT
Consulting Agreement

    
 

    EXHIBIT
A

    


    STATEMENT
OF WORK and PROJECT SCHEDULE

    


    
      	
              1.  

            	
              Title
      of Project: Geological Consulting
services.

            


    

    


    
      	
              2.  

            	
              Scope
      of Work:  For the purpose of this Statement of Work, “Project”
      means that within

            


    

    
      	
               
      

            	
              Two
      Years (2), Contractor will be responsible for creating and performing the
      following deliverables and services pursuant to the schedules and
      conditions herein described:

            


    

    


    
      	
              a.  

            	
              Scheduling,
      agenda, research, protocols, procedures and facilitation for exploration,
      staffing, drilling, security, mining liaison work and other full-time
      geological activities.

            


    

     

    
      	
              b.  

            	
              Develop
      interim detailed drilling plans and complete geological exploration plans
      based on the above.

            


    

     

    
      	
              c.  

            	
              Coordination
      with trademark, patent counsel and corporate counsel regarding all
      elements of intellectual property protection strategy with respect to any
      innovations that come from the
work.

            


    

     

    
      	
              d.  

            	
              Complete,
      comprehensive research on the top producers and suppliers of uranium,
      together with assistance in evaluating potential joint venture partners
      and drilling and other partners, as well as the evaluation of potential
      end user consumers of uranium.

            


    

     

    
      	
              e.  

            	
              Supervision
      of all geological and exploration work across all of BANCROFT’s mineral
      properties.

            


    

     

    
      	
              f.  

            	
              A
      complete geological and drilling strategy in terms of the development of
      the Elliot Lake and Longlac properties as well as the identification of
      complementary properties for
acquisition.

            


    

     

    
      	
              3.  

            	
              Services
      to be Provided:  Contractor will be responsible for completing
      the Project and providing all services necessary to accomplish the above
      goals, including:

            


    

    


    
      	
              a.  

            	
              Continue
      to support BANCROFT’s drilling, public relations, environmental compliance
      and First Nation’s partnership
relationships.

            


    

    
      	
               b.  

            	
              All
      fees and costs associated with any professional training or licensure
      requirements in order to perform the
work.

            


    

    
      	
              c.  

            	
              Methodology
      for conducting appropriate geological work.  This
      includes:

            


    

    
      	
              i.  

            	
              All
      geological survey work and other determinations as a full-time geologist
      made to professional standards

            


    

    
      	
              ii.  

            	
              daily
      contact and as needed office visits with BANCROFT personnel to support
      exploration and joint-venture
efforts

            


    

    
      	
              iii.  

            	
              any
      research assistance or meetings needed to be attended anywhere in the
      world required to carry out the goals of the
  project

            


    

    
      	
              iv.  

            	
              any
      consultations with geological experts necessary to accomplish the project
      goals

            


    

     

    
      
        	
                4.  

              	Project Dates:


        
          	
                    

                	Project start date:  10/3/07


          
            	
                      

                  	Project completion date:  10/1/09


          

          
            


            
              	
                      5.  

                    	Deliverables and Due Dates:  Services have been ongoing
      since October 3, 2007 and will be ongoing through October 1,
  2009.


            

          

        

      

    

    

 

     

    
 

    Exhibit
A, page 2

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    BANCROFT
Consulting Agreement

    


    


    EXHIBIT
B

    


    COMPENSATION

    


    AMOUNT
AND PAYMENT SCHEDULE

    


    


    Payment
will be due by BANCROFT to Contractor in the amounts of $15,000 USD per month of
services rendered to the corporation for geological consulting services rendered
during the term of this Agreement.  Contractor will also be entitled
to a stock bonus consisting of 100,000 S-8 registered, free-trading shares per
month for each and every month of services performed by Contractor under this
Agreement.  BANCROFT may elect to pay the remaining stock bonus
payments due under this Agreement in advance, no later than May 31,
2008.  If BANCROFT elects to pay the bonuses in advance by that date,
only 83,333 per month in bonuses will be due.  BANCROFT acknowledges
that as an inducement for Contractor to enter into this Agreement and continue
to provide services, bonus stock payments are due for the eight months of
services previously provided to Contractor without stock
compensation.  This means that BANCROFT must issue Contractor
2,000,000 free-trading, S-8 registered common shares by May 31, 2008 to take
advantage of this provision.

    


    Any
provision of this Agreement to the contrary notwithstanding, BANCROFT may
terminate Contractor at any time or Contractor may quit at any
time.  In the event of termination, any unearned cash or stock
compensation will be forfeited by Contractor.  In the event of a
termination where Contractor has been paid stock bonuses in advance under this
Agreement, Contractor agrees to return the unearned shares immediately or
compensate BANCROFT for the fair market value of the shares in cash as of the
date of termination.

    


    


    


    


    


    


    Exhibit
D, page 1