Exhibit 10.2

THIS AGREEMENT is made on this 1st day of December, 2007 (the "Effective Date")

     BETWEEN:

             USA URANIUM CORP.
             a company duly constituted under the
             laws of the  State of  Nevada  and  having  its head
             office at 800-2300 West Sahara  Avenue, Las Vegas NV 89102

             ("USAU" or the "COMPANY")

             - and -

             UPTICK  CAPITAL  LTD.,  a company  duly  constituted  under the
             federal laws of Canada and having its address of 181 Bay Street,
             Suite 1800, Toronto, Ontario M5J2T9

             ("CONSULTANT")


WHEREAS,  USAU is desirous to expand its  business  and markets and its products
(the "PRODUCTS");

AND WHEREAS, the Consultant is willing to provide management consulting,  fiscal
and mining advisory services to the company;

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE 1 - RESPONSIBILITIES OF USAU

1.1  Pay directly for market expansion and business consulting.

ARTICLE 2 - RESPONSIBILITIES OF THE CONSULTANT

2.1  Provide  recommendations on significant  strategic initiatives as requested
     by the Company from time to time.

2.2  Make  strategic  introductions  to  interested  parties  in  the  financial
     community on a best-efforts  basis as requested by the Company from time to
     time.
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ARTICLE 3 - TERM OF AGREEMENT, TERMINATION

3.1  The term of this Agreement  shall commence on the Effective Date for twelve
     (12) month term and shall be renewed for an  additional  12 month term (the
     "ADDITIONAL  TERM")  commencing  on that date which is the 1 year after the
     Effective Date (the  "ADDITIONAL  TERM  COMMENCEMENT  DATE") unless a party
     provides  forty five (60) day prior written notice to the other party prior
     to the Additional Term Commencement Date.

3.2  Should either party decide to terminate this Agreement, the Consultant will
     not be entitled to receive any Common Shares (as hereinafter defined) other
     than the  Common  Shares to which the  Consultant  was and is  entitled  to
     receive pursuant to Article 5.

3.3  In the event that either party  materially  or  repeatedly  defaults in the
     performance of any of its duties or  obligations  under this Agreement and,
     within  sixty (60) days  after  written  notice is given to the  defaulting
     party specifying the default,  (i) such default is not substantially cured,
     or (ii) the  defaulting  party does not obtain  the  approval  of the other
     party (the  "NON-DEFAULTING  PARTY") to a plan to remedy the default,  then
     the  Non-Defaulting  Party may terminate  this  Agreement by giving written
     notice to the defaulting party.

3.4  If either  party  becomes or is  declared  insolvent  or  bankrupt,  is the
     subject of any proceedings  relating to its liquidation,  insolvency or for
     the  appointment  of a receiver or similar  officer for it, makes a general
     assignment for the benefit of all or substantially all of it creditors,  or
     enters into an agreement for the composition,  extension or readjustment of
     all or substantially all of its obligations,  then the other party,  within
     the conditions of applicable law, may immediately  terminate this Agreement
     by giving written notice.

ARTICLE 4 - CONFIDENTIALITY

4.1  During the term of this  Agreement,  and for a period of one (1) year after
     the expiration of the term of this  Agreement,  proprietary or confidential
     information  ("INFORMATION")  of  any  kind  pertaining  to  both  parties'
     businesses,   and  all  written   material  marked  by  either  party  (the
     "DISCLOSING  PARTY") as "Confidential" or "Proprietary" shall be treated by
     the other  party (the  "RECEIVING  PARTY") as secret and  confidential  and
     accorded the same  protection as the parties give to their own  Information
     of a similar nature. Verbally disclosed Information, which is to be treated
     as confidential  or  proprietary,  by a party shall be confirmed as such in
     writing by the Disclosing Party within thirty (30) days of such disclosure.

4.2  Notwithstanding  the foregoing,  Information  does not include  information
     which:

     (a)  has been  published  or is otherwise  readily  available to the public
          other than by breach of this Agreement;

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     (b)  has been rightfully received by the Receiving Party from a third party
          without breach of any confidentiality obligations;

     (c)  has been  independently  developed by the Receiving  Party's personnel
          without access to, or use of, the Disclosing Party's Information;

     (d)  was known to the  Receiving  Party prior to its first receipt from the
          Disclosing Party and which the Receiving Party has documented prior to
          the date hereof; or

     (e)  is required to be disclosed  by law whether  under an order of a court
          or  government,  tribunal or other legal process.  In such cases,  the
          Receiving Party must  immediately  notify the Disclosing  Party of the
          disclosure requirement, in order to allow the other party a reasonable
          opportunity  to  obtain  a Court  order  to  protect  its  rights,  or
          otherwise to protect the confidential nature of the Information.

ARTICLE 5 - FEES AND CHARGES

The Company agrees to compensate  the  Consultant for the activities  undertaken
and services provided by the Consultant in accordance with this, Article 5.

5.1  The Company  will issue to the  Consultant:  for the first 12 months of the
     contract  (i)  1,500,000  shares in the capital of USAU  ("COMMON  SHARES")
     payable on the Effective  Date;  and (ii) for the  additional  term 750,000
     shares in the capital of USAU ("COMMON  SHARES")  payable on 365th day from
     the effective date.

5.2  USAU  represents  and warrants  that all  corporate  proceedings  have been
     undertaken to authorize and reserve for issuance the Issuable Shares.

5.3  All one time expenses of the  Consultant  and/or any person  engaged by the
     Consultant and acting as agent for the Consultant  (the "AGENTS")  shall be
     pre-approved by USAU. All expenses of the Consultant and/or the Agents will
     be paid  within  thirty (30) days of billing by the  Consultant  and/or its
     Agents.

5.4  All charges in this  Agreement  are stated in legal  currency of the United
     States of America.

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ARTICLE 6 - TAXES

6.1  USAU shall assume responsibility for, and hold the Consultant harmless from
     all taxes,  duties,  or similar  liabilities  arising under this Agreement,
     under any present or future tax laws, except for the personal income tax of
     the Consultant.

ARTICLE 7 - LIABILITY, INDEMNITY, WARRANTIES

7.1  USAU shall  indemnify the  Consultant and the Agents and hold them harmless
     against  and in  respect to any and all  claims,  damages,  losses,  costs,
     expenses,  obligations,  liabilities,  actions,  suits,  including  without
     limitation,  interest and penalties,  reasonable  attorneys' fees and costs
     and all amounts paid in settlement of any claim, action or suit that may be
     asserted  against USAU or the  Consultant or the Agents or that USAU or the
     Consultant  or the Agents shall incur or suffer,  that arise out of, result
     from or relate to:

     (a)  the  non-fulfillment of any agreement,  covenant or obligation of USAU
          in connection with this Agreement;

     (b)  any  misrepresentations,  inaccuracy,  incorrectness  or breach of any
          representation or warranty made by USAU thereunder; and

     (c)  any defect in the Products.

7.2  The  Consultant  warrants that it will perform its  obligations  under this
     Agreement in a professional and workmanlike manner.

ARTICLE 8 - NOTICES

8.1  Any notice or  communication  under this Agreement  shall be in writing and
     shall be hand  delivered,  given by fax or sent by  registered  mail return
     receipt  requested,  postage  prepaid,  to  the  other  party's  designated
     representative,  receiving  such  communication  at the  address  specified
     herein,  or such other  address or person as either party may in the future
     specify to the other party. Such notice shall be deemed to be received upon
     delivery  or,  by fax,  on the next  business  day  following  transmission
     provided electronic evidence of transmission is produced at point of origin
     or, if mailed, on the fourth business day following the date of mailing.

     (a)  If to The Consultant:

                           Uptick Capital Ltd.
                           c/o Aird & Berlis LLP
                           181 Bay Street, Suite 1800
                           Toronto, Ontario
                           M5J 1T9
                           Attention: Daniel Bloch

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     (b)  If to USAU:

                           800-2300 West Sahara Avenue,
                           Las Vegas NV 89102
                           Attention: Edward Barth

ARTICLE 9 - MISCELLANEOUS

9.1  Neither  party may assign or transfer  all or any part of its rights  under
     this Agreement, without the prior written consent of the other, except when
     assigning  all  of  their  rights  and  obligations  to  any  legal  entity
     controlling,  controlled  by, or under  common  control  with it,  but with
     thirty (30) days' prior notice to the other party.

9.2  Notwithstanding  Section 9.1, the  Consultant  can assign this Agreement or
     any  obligations  hereunder to a third  party.  If any  obligations  of the
     Consultant  are assigned to a  subcontractor,  the  Consultant  will remain
     responsible for such obligations under this Agreement.

9.3  This Agreement is not intended to create,  nor shall it be construed to be,
     a joint  venture,  association,  partnership,  franchise,  or other form of
     business  relationship.  Neither  party shall have,  nor hold itself out as
     having,  any right,  power or  authority  to assume,  create,  or incur any
     expenses,  liability, or obligation on behalf of the other party, except as
     expressly provided herein.

9.4  If  any  provision  of  this   Agreement  is  held   invalid,   illegal  or
     unenforceable in any respect, such provision shall be treated as severable,
     leaving the remaining  provisions  unimpaired,  provided that such does not
     materially   prejudice  either  party  in  their   respective   rights  and
     obligations contained in the valid terms, covenants, or conditions.

9.5  The failure of either party to require the  performance of any of the terms
     of this  agreement or the waiver by either party of any default  under this
     Agreement  shall not prevent a subsequent  enforcement of such term, nor be
     deemed a waiver of any subsequent breach.

9.6  After one year from the date of this  Agreement,  the Client shall  furnish
     Consultant  with an  opinion of legal  counsel  to remove  the  restrictive
     legend at no cost to Consultant

9.7  This  Agreement  may not be modified,  supplemented,  or amended or default
     hereunder  waived  except  upon the  execution  and  delivery  of a written
     agreement signed by the authorized representative of each party.

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9.8  Both  parties  represent  and warrant  that each has the full  authority to
     perform its obligations  under this Agreement and that the person executing
     this Agreement has the authority to bind it.

9.9  This  Agreement  shall be governed by and construed in accordance  with the
     laws of the Province of Ontario and the  applicable  federal laws of Canada
     therein,  and the parties  irrevocably  submit to the  jurisdiction  of the
     courts of the Province of Ontario, city of Toronto.

9.10 The Parties  have  requested  that this  Agreement  and all  documents  and
     communications pursuant to or in connection with this Agreement be drawn up
     in the English language.

9.11 This  Agreement  constitutes  the  final  and full  terms of  understanding
     between the parties and supersedes all previous agreements, understandings,
     negotiations,  and promises,  whether written or oral,  between the parties
     with respect to the subject matter hereof.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed  by their duly  authorized  representatives  as of the day and year set
forth below.


                                 USA URANIUM  CORP.



                                 By: /s/ Edward Barth
                                    --------------------------------
                                    Edward Barth
                                    CEO


                                 UPTICK CAPITAL LTD.


                                 By: /s/ Ari Blaine
                                    --------------------------------
                                    Ari Blaine
                                    President

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