Filed by Automated Filing Services Inc. (604) 609-0244 - Yellowcake Mining Inc. - Exhibit 10.1






MASTER AGREEMENT CONCERNING LEASE 
AND OPTION FOR PURCHASE
AND SALE 
OF MINING PROPERTIES 
(Mining Claims, Montrose County,
Colorado) 

          This
Master Agreement for Lease and Option for Purchase and Sale of Mining Properties
(“Agreement”), is made effective as of the 28th day of December, 2007
(the “Effective Date”), by and between

American Nuclear Fuels (Colorado)
LLC, a Colorado limited liability company, whose address is 6 Cherry Lane
Drive, Cherry Hills Village, Colorado 80113-4210 (“ANF”); and 

Yellowcake Mining, Inc., a
Nevada corporation, whose mailing address is Suite 300 – Guinness Tower, 1055
West Hastings Street, Vancouver, BC, Canada V6E 2E9 (“YCKM”). 

Recitals

          A.      This
Agreement provides for six related Lease and Option Agreements for Purchase and
Sale of Mining Properties to be entered into as of the date hereof between YCKM
and each of Beck Mining Enterprises LLC (“Beck Mining”), Beckworth
Corporation (“Beckworth”), Bedrock Development Corp. (“Bedrock”),
Eagle Venture Group LLC (“Eagle Venture”), Bruce L. Beck, individually
(“Beck”) and Energy Venture LLC and Uravan Land and Cattle LLC, jointly
(“EV and ULC”) (collectively referred to herein as the “Claimholders”),
granting YCKM leases with an option to purchase the Claimholders’ right, title
and interest in and to the unpatented mining claims described on Schedule
A to this Agreement (the “Mining Properties”). 

          B.      The
Claimholders granted to ANF rights to lease with an option to purchase the
Mining Properties. ANF and YCKM subsequently entered into a Letter of Intent
dated October 3, 2007, as amended on November 12, 2007, regarding the proposed
acquisition by YCKM of ANF’s rights related to the Claimholder Properties as
well as a lease and an option to purchase the Claimholder Properties (the
“Master LOI”). 

          C.      Pursuant
to the Master LOI, YCKM made certain advances and payments to ANF in
consideration of the agreement of ANF not to market the Mining Properties until
after December 15, 2007, and the same agreement from each of the Claimholders.
ANF distributed such amounts among the Claimholders as set forth in Schedule
I hereof. 

          D.      Pursuant
to the Master LOI, ANF has transferred to YCKM its rights with respect to the
lease and option to purchase the Mining Properties, and YCKM and ANF have agreed
to enter into this Agreement for purposes of facilitating the grant of the
leases and option to purchase the Mining Properties to YCKM and setting forth
the respective rights and obligations of the parties with respect thereto.

AGREEMENT 

4833-0151-4496\7 
CW1597438.1 




          NOW,
THEREFORE, for and in consideration of Ten Dollars, the premises to this
Agreement, the mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby expressly
acknowledged, the parties agree as follows: 

ARTICLE I 
Definition and Interpretation 

                         1.1.     
“Agreement” shall have the meaning set forth in the introductory
paragraph 

                         1.2.      “ANF”
shall have the meaning set forth in the introductory paragraph. 

                         1.3.      “ANF
Distributee(s)” shall have the meaning set forth in Section 3.3(a) . 

                         1.4.      “Annual
Estimate of Indicated Mineral Resources” shall have the meaning set forth in
Schedule E. 

                         1.5.      “Assessment
Engineer” shall have the meaning set forth in Schedule E. 

                         1.6.     
“Average V2O5
Price”shall have the meaning set forth in Schedule
E. 

                         1.7.      “BLM”
means the Bureau of Land Management. 

                         1.8.     
“Business Day” shall mean a day (other than a Saturday) on which banks
are open for business in Wyoming and Colorado. 

                         1.9.     
“Cash Payment” shall mean each amount due to ANF in US Dollars pursuant
to Sections 3.1(a) and (b) as set forth on Schedules B and C and
each amount due to ANF in US Dollars pursuant to Section 3.1(c) as calculated in
accordance with Schedule E. 

                         1.10.      “CIM”
means the Canadian Institute of Mining and Metallurgy and Petroleum. 

                         1.11.      “CIM
Definition Standards” shall have the meaning set forth in Schedule E.


                         1.12.      “Claimholders”
shall have the meaning set forth in the introductory paragraph. 

                         1.13.     
“Data” shall have the meaning set forth in Section 6.5(a) . 

                         1.14.      “Defective
Claim” shall have the meaning set forth in Section 3.6. 

                         1.15.      “Effective
Date” shall have the meaning set forth in the introductory paragraph. 

                         1.16.     
“Escrow Agent” shall have the meaning set forth in Section 7.1(a) . 

                         1.17.     
“Escrow Instructions” shall have the meaning set forth in Section 7.1(a)
.. 

                         1.18.      “Institute”
shall have the meaning set forth in Section 12.1. 

Page 2 




                         1.19.     
“Laws” means all applicable United States federal, state of Colorado or
local statutes, rules, codes, regulations, by-laws, interpretations, ordinances,
judgments or orders enacted, promulgated, implemented, and/or issued by, any
federal, state or local government entity. 

                         1.20.     
“Lease and Option Agreement” shall have the meaning set forth in Section
2.1. 

                         1.21.     
“Lease Closing” shall mean the closing of the grant by the Claimholders
to YCKM of leases and options to purchase the Mining Properties pursuant to the
Lease and Option Agreements.

                         1.22.      “Lease
Closing Date” shall mean the date of the Lease Closing, which shall be
December 28, 2007 or such later date as may be agreed among the Claimholders,
YCKM and ANF. 

                         1.23.      “Lease
Payment Date” shall mean March 31, 2008, June 15, 2008, December 15, 2008,
and each subsequent December 15 during the Lease Term (or if any such date falls
on a day that is not a Business Day, the next following Business Day). 

                         1.24.     
“Lease Term” shall mean the term of the lease of the Mineral Properties
to YCKM granted pursuant to the Lease and Option Agreements commencing on the
Lease Closing Date and terminating on the earlier of the Option Closing Date or
December 14, 2013, unless sooner surrendered or otherwise terminated. 

                         1.25.     
“Master LOI” shall have the meaning set forth in the Recitals. 

                         1.26.      “Minerals”
shall have the meaning set forth in Schedule H hereof 

                         1.27.      “Mining
Deed” shall have the meaning set forth in Section 7.1(b) . 

                         1.28.      “Mining
Properties” shall have the meaning set forth in the Recitals. 

                         1.29.      “Option”
shall mean the option of YCKM to purchase the Mining Properties as set forth in
each of the Lease and Option Agreements. 

                         1.30.     
“Option Closing Date” shall mean the date the Escrow Agent shall deliver
to YCKM the Mining Deeds following YCKM’s exercise of the Option pursuant to the
Lease and Option Agreements. 

                         1.31.      “Option
Exercise Period” shall mean the period commencing on the day following each
Supplemental Payment Date and terminating thirty (30) days prior to the next
Lease Payment Date or the end of the Lease Term, whichever is earlier, during
each year of the Lease Term, commencing in 2009. 

                         1.32.      “Pounds”
means avoirdupois pounds. 

                         1.33.      “Property
Maintenance Costs” shall have the meaning set forth in Section 4.1(a) . 

Page 3 




                         1.34.     
“Qualified Expenditures” shall have the meaning set forth in Section
5.1(b) of each of the Lease and Option Agreements. 

                         1.35.      “Royalty”
shall have the meaning set forth in Section 3.5(b) . 

                         1.36.      “Royalty
Deed” shall have the meaning set forth in Section 3.5. 

                         1.37.     
“Shares” shall mean shares of common stock of YCKM. 

                         1.38.      “Supplemental
Payment” shall be the amount in US Dollars designated as such and calculated
in accordance with Schedule E in respect of each Supplemental Payment
Date. 

                         1.39.      “Supplemental
Payment Date” shall mean September 30, 2008 and each subsequent September 30
during the Lease Term (or if any such date falls on a day that is not a Business
Day, the next following Business Day). 

                         1.40.     
“Transfer Documents” shall have the meaning set forth in Section 7.1(b) .


                         1.41.     
“Work Commitment” shall have the meaning set forth in Section 5.1 

                         1.42.     
“Work Program Period” shall mean the period commencing on the Lease
Closing Date and terminating on August 31, 2008, and each subsequent one year
period commencing on September 1 and terminating on the next August 31 during
the Lease Term. 

                         1.43.     
“YCKM” shall have the meaning set forth in the introductory paragraph.


ARTICLE II 
Lease and Option Agreements 

                         2.1.     
Lease and Option Agreements. On the Lease Closing Date, ANF will ensure
that each Claimholder executes and delivers to YCKM the Lease and Option for
Purchase and Sale of Mining Properties in the form (except as may be otherwise
agreed among ANF, such Claimholder and YCKM) set forth following the name of the
Claimholder in Schedule F hereof (the “Lease and Option
Agreement”), and all such other documents as may be required to be executed
and delivered by such Claimholder pursuant to the Lease and Option Agreement on
the Lease Closing Date. Execution and delivery of a Lease and Option Agreement
by each of the Claimholders shall be a condition precedent to the obligations of
YCKM under this Agreement. 

                         2.2.     
Lease and Option Payments. Pursuant to the terms and conditions of each
Lease and Option Agreement, YCKM is required upon each of several specified
dates or events to make various payments and issue various amounts of Shares to
the Claimholders. YCKM hereby confirms and recognizes its obligation to make
such payments and issue such Shares (collectively, the “Claimholders’
Consideration”) pursuant to each Lease and Option Agreement. 

Page 4 




ARTICLE III 
Consideration 

                         3.1.      Consideration
during the Lease Term. In addition to payment of the Claimholders’
Consideration, YCKM agrees and covenants that:

                         (a)
On the Lease Closing Date YCKM shall (i) pay to ANF the Cash Payment set forth
as the amount due to ANF on such date in Schedule B hereof and (ii) issue
to the ANF Distributees in accordance with Section 3.3 hereof the number of
Shares set forth as shares due to ANF on such date in Schedule B
hereof.

                         (b)
On each Lease Payment Date, YCKM shall (i) pay to the ANF Distributees in
accordance with Section 3.3 hereof the amount of the Cash Payment set forth as
the amount due to ANF on such date in Schedule B hereof and (ii) issue to
the ANF Distributees in accordance with Section 3.3 hereof the number of Shares
set forth as shares due to ANF on such date in Schedule B hereof. 

                         (c)
On each Supplemental Payment Date, YCKM shall pay to the ANF Distributees in
accordance with Section 3.3 hereof the amount of the Supplemental Payment
calculated in accordance with Schedule E hereof. 

                         3.2.      Consideration
upon Exercise of Option. In the event YCKM exercises the Option in
accordance with the Lease and Option Agreements, YCKM shall (i) pay to the ANF
Distributees in accordance with Section 3.3 hereof during the Option Exercise
Period the amount of the Cash Payment set forth as the amount due to ANF in
Schedule C hereof with respect to the year of the Option Exercise Period
during which the Option is exercised and (ii) issue to the ANF Distributees in
accordance with Section 3.3 hereof the number of Shares set forth as shares due
to ANF in Schedule C hereof with respect to the year of the Option
Exercise Period during which the Option is exercised. 

                         3.3.      Distribution
of ANF Payments and Shares.

                         (a)
With the exception of the amount of the Cash Payment due to ANF on the Lease
Closing Date, which shall be payable directly to ANF, YCKM shall pay the amount
of the Cash Payments, and shall issue the Shares, due to ANF, to the members and
designees of ANF set forth on Schedule D (“ANF Distributees”) in
accordance with each ANF Distributee’s respective percentage interest in ANF (as
set out in Schedule D) for the benefit of ANF, provided, however, that
ANF shall indemnify and hold YCKM harmless from any claim, cause of action,
damages, and costs arising out of or relating to the making of any Cash Payments
or issuance of the Shares to the ANF Distributees, and ANF shall cause each ANF
Distributee, at the option of YCKM, to execute such receipts and disclosure
documents as YCKM or its counsel reasonably deem necessary or required as a
condition to receiving a Cash Payment or Shares. YCKM’s making of Cash Payments
and issuance of the Shares to the ANF Distributees shall constitute prima facie
evidence of payment of the Cash Payments and issuance of the Shares due to ANF
as required by this Article III. 

                         (b)
Nothing in Schedule D shall expand or modify YCKM’s obligations to ANF
hereunder. YCKM shall have no obligation to make a Cash Payment and shall have
no obligation to issue Shares to any party not designated as an ANF Distributee
on Schedule D; provided, however, that in the event of any transfer of
rights to receive Cash Payments or Shares that meets the 

Page 5 




requirements of Article X, YCKM shall have no obligation to
recognize the transferee of an ANF Distributee’s rights until YCKM has received
certified copies of all legal documents effectuating such transfer reasonably
acceptable to YCKM, the transferee ratifies in writing the terms of this
Agreement and executes such receipts and disclosure documents as YCKM its legal
counsel reasonably deem necessary or required as a condition to receiving a Cash
Payment or Shares and regulatory approval is obtained for the issuance of Shares
to such transferee where such regulatory approval is required. 

                         (c)
Nothing in this Agreement shall, nor shall it be construed to, create or grant
any enforceable right, claim or remedy in the ANF Distributees, and all such
rights, claims and remedies are expressly reserved to ANF. To the extent the ANF
Distributees are deemed to be third party beneficiaries under this Agreement,
ANF shall indemnify and hold YCKM harmless from all claims, costs and
liabilities arising out of a claim by an ANF Distributee. 

                         3.4.     
Shares.

                         (a)
The Shares shall be subject to resale restrictions which are required to be
imposed on the Shares issued to the ANF Distributees hereunder, pursuant to
applicable securities laws, including the rules and policies of any stock
exchange upon which YCKM may be listed at the time and any applicable resale
restrictions imposed by the U.S. Securities and Exchange Commission or under
state securities laws. 

                         (b)
Each ANF Distributee entitled to Shares under this Agreement shall execute and
deliver to YCKM a “Shareholder Questionnaire” in the form attached hereto as
Schedule G in connection with the issuance of such Shares and agrees to
YCKM filing certain personal information about the ANF Distributees with any
stock exchange upon which YCKM may be listed at the time and applicable
securities regulators as required by applicable securities laws and policies and
the rules and policies of any such exchange. YCKM shall be entitled to reserve
from issuance any Shares issuable to any ANF Distributee under this Agreement
pending delivery of an executed Shareholder Questionnaire by such ANF
Distributee. 

                         3.5.      Royalty.


                         (a)
ANF acknowledges and represents that each of the Claimholders has entered into a
royalty deed in favor of ANF (the “Royalty Deeds”), and that each of the
Royalty Deeds is in the form attached as Schedule H hereto. 

                         (b)
YCKM hereby acknowledges and expressly assumes the burden of a royalty (the
“Royalty”) granted pursuant to and on the terms and conditions of each
Royalty Deed. The Royalty with respect to each of the Mining Properties shall
become payable in accordance with the terms of the applicable Royalty Deed. YCKM
shall pay the amount of the Royalty owing from time to time to ANF to the ANF
Distributees, in accordance with each ANF Distributee’s respective percentage
interest in ANF, as set out in Schedule D. ANF reserves the right to
transfer, and nothing herein shall be construed in any manner to restrict the
right of ANF to transfer, all or any portion of its interest in the Royalty to
any one or more affiliated parties or third persons. 

                         3.6.     
Option to Terminate or Exclude Defective Claims prior to the First Lease
Payment Date. During the period between the Effective Date and the First
Lease Payment Date (March 31, 2008), YCKM shall use reasonable diligence to
investigate whether there exists any defect 

Page 6 




or competing rights of any third party to any of the mining
claims included among the Mining Properties. YCKM’s investigation shall include
an examination of public records relating to the Mining Properties as of not
less than 90 days following the relevant filing dates of the Mining Properties
as well as an on-site examination of each of the claims included within the
Mining Properties. ANF shall provide reasonable cooperation and assistance to
YCKM in its investigation, as reasonably requested by YCKM, including assistance
locating the Mining Properties in the course of YCKM’s on-site examination. If
as of the First Lease Payment Date, YCKM’s investigation has revealed that one
or more of the mining claims included within the Mining Properties is subject to
an incurable or potentially incurable defect in title or to valid or potentially
valid competing rights of a third party (each, a “Defective Claim”), then
YCKM has the following options under each of the Lease and Option Agreements:



  
                                                 i.      YCKM
      may elect, by delivery of written notice to the relevant Lessor and ANF
      on or prior to the First Lease Payment Date, to exclude from the relevant
      Lease and Option Agreement any Defective Claim, provided that YCKM may not
      elect to exclude more than 80% of the mining claims included under any one
      Lease and Option Agreement; 

                                                 ii.      YCKM
      may elect, by delivery of written notice to the Lessor and ANF on or prior
      to the First Lease Payment Date, to terminate the relevant Lease and Option
      Agreement. 

  



If YCKM elects to exclude any Defective Claims from one or more
Lease and Option Agreements as described in this Section 3.6 or to terminate any
Lease and Option Agreement(s) as described in this Section 3.6, then (i)
Defective Claims excluded from any Lease and Option Agreement shall henceforth
be deemed excluded in their entirety from this Agreement, (ii) all Mining
Properties covered by terminated Lease and Option Agreements shall henceforth be
deemed excluded in their entirety from this Agreement, (iii) all payments and
issues of Shares to ANF pursuant to Sections 3.1(a), 3.1(b) and 3.2 shall be
reduced by the percentage that the sum of the number of Defective Claims
excluded from all the Lease and Option Agreements and the number of Mining
Properties covered by terminated Lease and Option Agreements bears to the total
number of mining claims included within the Mining Properties (the reduction in
the amounts due and numbers of Shares issuable with respect to the First Lease
Payment Date being applied against the amounts due and numbers of Shares
issuable with respect to the Second Lease Payment Date, and, if necessary,
subsequent Lease Payment Dates), (iv) YCKM shall make no claim against Lessor or
ANF in the event that YCKM suffers any loss arising from the exclusion of such
Defective Claims from this Agreement and the Lease and Option Agreements, and
(v) notwithstanding anything to the contrary herein, neither ANF nor YCKM shall
have any further liability to the other in respect of such Defective Claims and
terminated Lease and Option Agreements. In the event that YCKM elects to
terminate all of the Lease and Option Agreements as described in this Section
3.6, ANF shall promptly (i) repay to YCKM the amount paid to ANF on the
Effective Date and (ii) reassign to YCKM the number of Shares issued to ANF on
the Effective Date. Thereafter, this Agreement shall be terminated and
notwithstanding anything to the contrary herein, neither ANF nor YCKM shall have
any further liability to the other whatsoever. In no event shall ANF have any
obligation to repay any amount paid or advanced to ANF and/or the Claimholders
by YCKM prior to the Effective Date, and ANF shall be entitled to retain all
such amounts distributed to ANF notwithstanding termination of this Agreement or
one or more of the Lease and Option Agreements. If YCKM makes no election as
described in this Section 3.6 either to 

Page 7 




exclude Defective Claims from any Lease and Option Agreement or
to terminate any Lease and Option Agreement, then this Agreement shall remain in
full force and effect and YCKM (i) shall be deemed to have accepted and
consented to any defect in Lessor’s title to any Defective Claims that remain
subject to the Lease and Option Agreements known to YCKM on or prior to the
First Lease Payment Date, (ii) shall, upon exercise of the Option, take title to
any such Defective Claims subject to any such defects, and (iii) shall make no
claim against any Claimholder or ANF in the event that YCKM suffers any loss
arising from such defects.

ARTICLE IV 
Protection of Mining Properties 

                         4.1.      Property
Maintenance.

                         (a)
YCKM shall (i) pay all taxes levied or assessed against the Mining Properties
and due during the Lease Term, and (ii) pay and perform all applicable fees and
work requirements to hold the unpatented mining claims included in the Mining
Properties and file and/or record in the applicable office(s) all evidence of
such payments as is required by Law (the cost of which is referred to herein as
“Property Maintenance Costs”) not less than forty-five (45) days prior to
the date such obligations become due. YCKM shall provide ANF evidence of payment
and performance of the Property Maintenance Costs as incurred and paid. Property
Maintenance Costs shall constitute Qualified Expenditures. 

                         (b)
Upon abandonment of the Mining Properties, or termination by YCKM of this
Agreement, YCKM shall remain liable for any Property Maintenance Costs that are
due and payable within sixty (60) days or less following the date of abandonment
or termination. 

                         4.2.      Amendments,
Relocations and Patents. During the term of this Agreement YCKM shall have
the right (but not the obligation) acting in good faith and in a prudent manner
to amend or relocate any or all of the unpatented mining claims included in the
Mining Properties, to locate placer claims on ground theretofore covered by lode
claims and vice versa, to locate mill sites on ground theretofore covered by
mining claims and vice versa, and to locate any fractions existing on the
Effective Date or resulting from the location, amendment, or relocation of
mining claims or mill sites. All such locations, amendments, or relocations
shall be made in the name of the relevant Claimholders. All expenses authorized
by YCKM in connection with the locating, amending, or relocating mining claims
or mill sites shall be borne by YCKM and shall constitute Qualified Expenditures
for purposes of YCKM’s Work Commitment. The rights of YCKM under this Agreement
shall extend to all such locations, amended locations, and relocations of the
mining claims and mill sites, and the Royalty shall extend to all such
locations. At the request of ANF or the relevant Claimholders, YCKM shall
execute and record any documents necessary to clarify and confirm the interests
of the Claimholders and ANF in the new, amended or relocated mining or mill site
claims. 

                         4.3.     
Change in Federal Mining Law. If the United States establishes a leasing
system or other system of tenure for lands or minerals now subject to location
under the mining laws, and if the new system gives the Claimholders an election
to acquire rights under the new system in exchange for or in modification of the
Claimholders’ existing rights, upon prior written consent of the Claimholders
pursuant to the Lease and Option Agreements, YCKM may make the election in the
name of the relevant Claimholders with respect to any or all of the unpatented
claims included in the 

Page 8 




Mining Properties. Thereafter, during the term of this
Agreement YCKM shall pay all royalties, rentals, bonuses, fees, and other
amounts required by the new system, but YCKM shall be entitled to credit all
such payments as Qualified Expenditures. 

ARTICLE V 
Work Commitment 

                         5.1.      Work
Commitment. During each Work Program Period, YCKM shall make Qualified
Expenditures on or for the benefit of the Mining Properties in the amounts set
forth in Section 5.1 of each of Lease and Option Agreements (each of which
Sections are hereby incorporated by reference), but in no event less than the
minimal amount necessary to maintain and preserve each and all of the unpatented
mining claims included within the Mining Properties under all applicable Laws
(the “Work Commitment”). The Work Commitment shall include, but shall not
be limited to, the making of all Qualified Expenditures reasonably required to
complete the Annual Assessment of Indicated Mineral Resources referred to in
Schedule E hereof. Exploration activities undertaken on the Mining
Properties pursuant to the Work Commitment shall be undertaken in a manner
consistent with the Exploration Best Practices Guidelines adopted by the CIM on
August 20, 2000 (http://www.cim.org/definitions/explorationBESTPRACTICE.pdf).


                         5.2.     
Reporting and Audits.

                         (a)
YCKM shall furnish ANF within 20 days following the end of each Work Program
Period a report itemizing and detailing all Qualified Expenditures incurred by
or for the benefit of YCKM and deemed by YCKM to qualify as such for the
purposes of this Agreement. ANF shall be conclusively deemed to have accepted
YCKM’s determination that such Qualified Expenditures satisfy the terms and
conditions of this Agreement unless ANF shall have made written exception within
thirty (30) days after receipt by ANF of YCKM’s statement of Qualified
Expenditures.

                         (b)
ANF at ANF’s sole cost and expense and at such time reasonably acceptable to
YCKM, shall have the right to conduct an audit of background records maintained
by YCKM relating to the Qualified Expenditures for each Work Program Period.


                         5.3.      Termination
of Obligation upon Exercise of Option. Upon termination of this Agreement by
exercise of the Option, YCKM shall not be required to complete any Qualified
Expenditures, the obligation for which has not yet matured; except that, for so
long as the Mining Properties remain unpatented mining claims, and unless YCKM
has abandoned such Mining Properties in compliance with Section 8.3 hereof, YCKM
covenants and agrees, following such termination, to pay and perform, in a
timely manner, all work upon the Mining Properties as is necessary to maintain
the Mining Properties under all applicable Laws. 

ARTICLE VI 
Operations 

                         6.1.     
Operations.

Page 9 




                         (a)
YCKM shall conduct all operations on the Mining Properties in a good and
workmanlike manner and in accordance with accepted mining practice and all Laws,
including, but not limited to, all Laws regarding reclamation of the Mining
Properties. Without in any manner limiting the generality of the foregoing, YCKM
shall post and provide all and any mined land reclamation performance bonds
required in order to commence operations upon the Mining Properties. All
decisions with respect to exploration and development of the Mining Properties,
including all decisions regarding the commencement, suspension, resumption, or
termination of any operations, shall be made by YCKM in its sole discretion.
There are no covenants or agreements regarding these matters other than those
expressly set forth in this Agreement. 

                         (b)
If this Agreement is inconsistent with or contrary to any Law, the Law shall
control and this Agreement shall be deemed to be modified accordingly. 

                         (c)
YCKM hereby agrees to indemnify and hold ANF harmless from and against any cost,
damage, claim, penalty, fine, liability or expense (including reasonable
attorney's fees) incurred by or claimed against ANF, directly or indirectly, (i)
as a result of YCKM's use or occupancy of the Mining Properties, (ii) by reason
of any failure of YCKM, or its partners, officers, agents or employees, to
perform its obligations under this Agreement, or (iii) otherwise as a result of
YCKM’s fault or negligence. 

                         (d)
ANF hereby agrees to indemnify and hold YCKM harmless from and against any cost,
damage, claim, penalty, fine, liability or expense (including reasonable
attorney's fees) incurred by or claimed against YCKM, directly or indirectly,
(i) as a result of ANF's use or occupancy of the Mining Properties, (ii) by
reason of any failure of ANF, or its partners, officers, agents or employees, to
perform its obligations under this Agreement (subject to Section 9.1(b), or
(iii) otherwise as a result of the ANF’s fault or negligence. 

                         (e)
This Section 6.1 shall survive termination of this Agreement for so long as YCKM
has not abandoned such Mining Properties in compliance with Section 8.3 hereof.


                         6.2.      No
Implied Covenants. No covenants or conditions relating to the exploration,
development, mining, or related operations on or in connection with the Mining
Properties, or the timing thereof, other than those expressly provided in this
Agreement, shall be implied. 

                         6.3.     
Protection From Liens and Damages. YCKM shall keep the Mining Properties
free of liens for labor performed, materials, equipment or merchandise furnished
for use in the Mining Properties under this Agreement. 

                         6.4.      Inspection.


                         (a)
ANF or ANF’s authorized representative, at its sole risk and expense, may enter
upon the Mining Properties at any reasonable time for the purpose of inspection,
but shall enter at ANF’s own risk and so as not to hinder unreasonably the
operations of YCKM. 

                         (b)
ANF or ANF’s authorized representative may, at any reasonable time and at its
sole expense, inspect any records pertinent and necessary for the purpose of
substantiating the compliance of YCKM with the provisions of this Agreement and
the Royalty. 

Page 10 




                         (c)
This Section 6.4 shall survive termination of this Agreement for so long as YCKM
has not abandoned such Mining Properties in compliance with Section 8.3 hereof.


                         6.5.     
Data. 

                         (a)
Prior to, or as soon as practicable following, the Lease Closing Date ANF shall
deliver to YCKM all drill core, all geological, geophysical, and engineering
data and maps, logs of drill holes, results of assaying and sampling, and
similar data concerning the Mining Properties (or copies thereof)
(“Data”) which are in ANF’s possession or control. Promptly thereafter,
YCKM shall prepare and deliver to ANF an inventory of all Data delivered to YCKM
by ANF and the Claimholders. 

                         (b)
Upon the expiration, surrender or other termination of this Agreement (except by
exercise of the Option), YCKM shall, within sixty (60) days after such
termination, (i) provide to ANF copies of all drill core and original data
delivered by ANF and Claimholders to YCKM which are then in YCKM’s possession or
control, and (ii) make available for inspection and copying by ANF all factual
geological and geophysical data and maps (not including interpretive data), logs
of drill holes, and results of assaying and sampling pertaining the Mining
Properties which YCKM has produced and/or obtained as a result of its
exploration work under this Agreement and which are then in YCKM’s possession or
control. 

                         (c)
Neither party makes any representation or warranty as to the accuracy or
interpretation of any such data or information provided to the other party
pursuant to this Agreement, and shall not be liable on account of any use by the
other party or any other person of any such data or information. YCKM shall not
be liable for the loss or destruction of any drill cores or drill core samples.


                         6.6.      Confidentiality.
During the Lease Term, all information obtained by ANF or ANF’s authorized
representatives from YCKM arising out of YCKM’s activities on the Mining
Properties pursuant to this Agreement shall be kept strictly confidential by ANF
and shall not be released to any third person except upon the prior written
consent of YCKM or as required by any applicable Laws. 

ARTICLE VII 
Escrow, Exercise of Option and Closing


                         7.1.     
Escrow. On or before the Lease Closing Date, the parties shall complete
the following obligations. 

                         (a)
ANF, the Claimholders and YCKM shall enter into an escrow incorporating
instructions substantially the form attached hereto as Exhibit 1
(“Escrow Instructions”) and shall take such actions as are necessary and
appropriate to cause the Escrow Instructions to be executed and accepted by the
financial, title or other third party institution selected to act as escrow
agent under the Escrow Instructions (“Escrow Agent”). 

                         (b)
The Claimholders shall execute, acknowledge and deliver to the Escrow Agent to
be held for the benefit of YCKM, subject to the terms of the Escrow
Instructions, Mining Deeds substantially in the form attached hereto as
Exhibit 2 conveying to YCKM the Mining Properties 

Page 11 




(“Mining Deed”). The Mining Deed shall be made subject
to the royalties reserved by the Claimholders pursuant to the Lease and Option
Agreements. YCKM’s ownership rights in the Mining Properties shall also remain
subject to the Royalty granted by the Claimholders to ANF and acknowledged by
YCKM in Section 3.5 hereof. 

                         (c)
YCKM shall be liable for and shall pay all fees and charges of the Escrow Agent.


                         7.2.     
Exercise of Option. YCKM may exercise the Option to purchase the Mining
Properties pursuant to the Lease and Option Agreements only by payment during
the Option Exercise Period of the aggregate amount of all the Cash Payments and
the issuance of all the Shares required to be paid and issued pursuant to
Section 3.2 hereof and Section 3.2 of each of the Lease and Option Agreements,
and, in the event that YCKM is then in default of any of its obligations
hereunder or under any of the Lease and Option Agreements to make Cash Payments
and/or issue Shares, by curing any such default during the Option Exercise
Period. The Option shall not be exercisable as to less than all of the Mining
Properties in accordance with this Agreement and each of the Lease and Option
Agreements. 

                         7.3.     
Closing. Upon the last event constituting full payment of all Cash
Payments and complete issuance of all Shares required to be paid or issued
during the Option Exercise Period in order to exercise the Option pursuant to
this Agreement and the Lease and Option Agreements, YCKM shall provide
concurrent written notice to ANF, the Claimholders and the Escrow Agent that it
has fulfilled all obligations required to be fulfilled in order to exercise the
Option. Provided that the Escrow Agent has not received written notice from ANF
or any Claimholder disputing the validity of YCKM’s exercise of the Option
within ten (10) days of receipt of YCKM’s notice, the Escrow Agent shall
promptly deliver to YCKM the Mining Deeds, and upon such delivery the Escrow
Instructions shall terminate, except for such provisions that specifically
survive. YCKM shall pay all registration charges and transfer fees properly
payable on and in connection with the sale and transfer of the Mining Properties
to YCKM.

                         7.4.      Public
Disclosure. ANF hereby consents to the filing by YCKM of this Agreement as a
public document with the United States Securities and Exchange Commission and
the identification of ANF in news releases and other continuous disclosure
documents where required to comply with YCKM’s public disclosure obligations
under the laws of Colorado and the United States and the policies of any stock
exchange upon which YCKM may be listed at the time. 

ARTICLE VIII 
Default; Termination and Surrender 

                         8.1.      Default.

                         (a)
If either party (the “Notifying Party”) believes the other party (the
“Notified Party”) is in breach of this Agreement, the Notifying Party
shall notify the Notified Party and give it the opportunity, as set forth in
this subsection, to cure such breach. If the Notified Party does not: 

                                   i.      cure
such breach within thirty (30) days of the Notified Party’s actual receipt of
said notice, 

Page 12 




                                        ii.      as
to breaches that can be cured, but cannot be cured within thirty (30) days of
the Notified Party’s actual receipt of said notice using reasonable diligence,
commence (and notify the Notifying Party of its commencement) to cure such
breach within thirty (30) days after its actual receipt of notice and thereafter
diligently pursue all steps necessary to cure the breach as expeditiously as is
reasonable under the circumstances and thereafter cure the breach (it being
intended in connection with a breach not susceptible of being cured with due
diligence within said thirty (30) day period that the time within which to cure
the same shall be extended for such period as may be necessary to complete the
same with all due diligence), 

                                        iii.      notify
the Notifying Party within thirty (30) days of its actual receipt of notice from
the Notifying Party that it disputes that there has been a breach and submit the
dispute for resolution in accordance with Article 12 hereof within ten days
after it so notifies the Notifying Party; 

and if such breach is determined to be of a material nature,
then, subject to the other provisions of this Section, the Notifying Party may
terminate this Lease upon notice to the Notified Party. 

                              (b)
If the Notified Party contests the existence of an alleged breach in accordance
with Article 12 hereof, then this Agreement may not be terminated, and shall not
terminate, under this Section until the arbitrators have rendered a final
decision. In the event said final decision holds that the Notified Party was in
breach and that such breach was of a material nature, then this Agreement shall
terminate upon thirty (30) days notice from the Notifying Party if the Notified
Party, within the time periods specified in subsection (a) (with said time
periods running from the date of entry of such final decision) has not: (i)
cured such breach, or (ii) as to breaches that due to their nature cannot be
cured within thirty (30) days, diligently pursued all steps specified in
subsection (a). 

                              (c)
Nothing in this Section shall preclude either party from seeking equitable
remedies to protect their interests hereunder. 

                              (d)
Unless otherwise expressly provided herein, termination of this Agreement under
this Section shall be without prejudice to any other rights or remedies to which
the parties may be entitled, including the right to damages.

                         8.2.     
Termination and Surrender.

                         (a)
This Agreement: (i) shall terminate automatically upon termination of any of the
Lease and Option Agreements (other than upon termination of one or more Lease
and Option Agreements on or prior to the First Lease Payment Date at the
election of YCKM on account of the discovery of Defective Claims), (ii) may be
terminated by written notice of the non-defaulting party in the event that the
other party is in default pursuant to Section 8.1 hereof, (iii) may be
terminated by mutual agreement of the parties, and (iv) shall terminate
automatically on the Option Closing Date in the event of YCKM’s exercise of the
Option. 

                         (b)
Upon termination of this Agreement, by default or otherwise, all rights,
liabilities, and obligations of YCKM under this Agreement shall terminate except
as expressly provided herein. For the avoidance of doubt, termination of this
Agreement shall not terminate the obligations of YCKM under the royalties
reserved by the Claimholders pursuant to the Lease and Option Agreements 

Page 13 




and the Royalty granted by the Claimholders to ANF and
acknowledged by YCKM in Section 3.5 hereof. 

                         (c)
In the event of any controversy, the parties may, by mutual agreement, continue
operations under this Agreement and YCKM shall make the payments provided for in
this Agreement notwithstanding the existence of the controversy. Upon the
resolution of the controversy, such payments or restitutions shall be made as
required by the terms of the decision of the court or arbitrators, or otherwise.


                         (d)
Upon termination of this Agreement prior to exercise of the Option, the Escrow
Instructions shall terminate and the Mining Deeds shall be returned to the
Claimholders.

                         8.3.     
Reassignment. If at any time following exercise of the Option by YCKM,
YCKM intends to abandon any portion of the Mining Properties, YCKM shall send to
ANF and the Claimholder(s) that previously owned such portion of the Mining
Properties thirty (30) days prior written notice of YCKM’s intention to abandon
along with a description of the Mining Properties to be abandoned. Commencing on
the effective date of notice from YCKM of its intention to abandon such portion
of the Mining Properties, the Claimholder(s) that previously owned such portion
of the Mining Properties shall have fifteen (15) days in which to notify YCKM
that it or they wish to reacquire that portion of the Mining Properties that
YCKM is abandoning. Following the initial fifteen day period, if Claimholder(s)
have not notified YCKM that they wish to reacquire any portion of the Mining
Properties, YCKM shall send notice to ANF and ANF shall have an additional
fifteen day period from the effective date of YCKM’s notice to notify YCKM that
ANF wishes to acquire such portion of the Mining Properties. YCKM shall take all
reasonable steps to facilitate the acquisition by Claimholder(s) and/or ANF any
such portion of the Mining Properties for no additional consideration. If
Claimholders and/or ANF reacquire any portion of the Mining Properties, as to
that property so reacquired, all obligations of YCKM shall be terminated except
for YCKM’s obligations under Section 4.1(b), and Section 6.5(b) relating to
Data. If Claimholders and ANF fail to notify YCKM within the required periods,
YCKM shall have the right to abandon such portion of the Mining Properties and
YCKM’s obligations as to that portion of the abandoned Mining Properties shall
cease, excepting the obligation to perform any and all mined land reclamation
required with respect to such abandoned Mining Properties. 

ARTICLE IX 
Representations and Warranties 

                         9.1.      ANF’s
Representations and Warranties. ANF represents and warrants to YCKM that:


                         (a)
ANF has full power and absolute authority and capacity to enter into this
Agreement and to carry out the transactions contemplated hereby except where
regulatory approval or the consent and/or agreement of another party, including
the Claimholders, is required. ANF has obtained all authorizations for the
execution, delivery and performance of this Agreement and such execution,
delivery and performance and the consummation of the transactions herein
contemplated will not conflict with, or accelerate the performance required by
or result in any breach of any covenants or agreements contained in or
constitute a default under, or result in the creation of any encumbrance, lien
or charge under the provisions of its organizational documents or any members’
or managers’ 

Page 14 




resolution, indenture, agreement or other instrument whatsoever
to which it is a party or by which it is bound or to which it may be subject and
will not contravene any applicable Laws. 

                         (b)
By entering into this Agreement, ANF represents its understanding, and covenants
to exercise its best efforts to ensure, that the Lease Closing shall occur in
the manner contemplated hereby and that each of the Claimholders will execute
and deliver the instruments and documents required to be executed and delivered
by such Claimholder; provided that, in the event such were not to occur, the
parties recognize and agree that ANF shall have no liability therefore, except
the responsibility to return to YCKM any amount previously paid by YCKM to ANF
and/or the Claimholders in anticipation of the performance of the Claimholders.


                         (c)
There is no contract, option or any other right of another party binding upon
ANF to option, sell, transfer, assign, pledge, charge, mortgage, explore or in
any other way option, dispose of or encumber all or part of the Mining
Properties or any portion thereof or interest therein other than pursuant to the
provisions of the Lease and Option Agreements and this Agreement. 

                         (d)
There are no suits, actions, or other legal, administrative, arbitration,
mediation, or other proceedings (“Proceedings”) to which ANF is a party
or by which it would be bound, and it has not received any threat of assertion
of any Proceeding against it or against any third party that could affect ANF’s
compliance with the terms hereof. If any Proceeding is threatened or commenced
with respect to the Mining Properties during the Lease Term, ANF shall promptly
notify YCKM. 

                         9.2.     
YCKM’s Representations and Warranties. YCKM represents and warrants to
ANF that: 

                         (a)
It is a company duly incorporated and validly subsisting and is in good standing
under the laws of the jurisdiction of its incorporation. 

                         (b)
It has full power and absolute authority and capacity to enter into this
Agreement and to carry out the transactions contemplated hereby except where
regulatory approval is required. 

                         (c)
It has duly obtained all corporate authorizations for the execution, delivery
and performance of this Agreement and such execution, delivery and performance
and the consummation of the transactions herein contemplated will not conflict
with, or accelerate the performance required by or result in any breach of any
covenants or agreements contained in or constitute a default under, or result in
the creation of any encumbrance, lien or charge under the provisions of its
constituting documents or any shareholders' or directors' resolution, indenture,
agreement or other instrument whatsoever to which it is a party or by which it
is bound or to which it may be subject and will not contravene any applicable
Law. 

                         (d)
There are no suits, actions, or other legal, administrative, arbitration,
mediation, or other proceedings (“Proceedings”) to which YCKM is a party
or by which it would be bound, and it has not received any threat of assertion
of any Proceeding against it or against any third party that could affect its
compliance with the terms hereof. If any Proceeding is threatened or commenced
with respect to the Mining Properties during the Lease Term, YCKM shall promptly
notify ANF. 

                         9.3.      Application
and Liability. The representations and warranties of the parties shall be
true on the Effective Date and if either party discovers that any of its
representations or 

Page 15 




warranties were not true when made, they shall immediately
notify the other party. Each party shall be liable to the other for damages
resulting from such party’s breach of its representations and warranties set
forth in this Section 9. 

ARTICLE X 
Assignments 

                         10.1.      Transfers
by YCKM.

                         (a)
This Agreement and the benefits, rights, duties and obligations of YCKM may be
assigned or transferred by YCKM, without prior written consent of ANF, to any
corporation, partnership or any other legal entity which YCKM directly or
indirectly controls, providing that such assignment shall not relieve YCKM of
any obligations or liabilities under this Agreement.

                         (b)
YCKM shall have the right to sell, option or joint venture its interest in this
Agreement prior to exercise of the Option only upon prior written approval of
ANF, such approval not to be unreasonably withheld, provided that such
transaction shall not relieve YCKM of any obligations and liabilities under this
Agreement. 

                         (c)
Each purchaser, optionee or joint venturer prior to the effective date of any
sale, option or joint venture shall agree in writing to be bound by the terms
and conditions of this Agreement, including specifically the terms to pay the
Royalty set forth in Schedule H and the provisions of Section 8.3 of this
Agreement. 

                         (d)
In no event shall YCKM, by reason of any assignment or transfer of its rights
hereunder, be relieved of the liability to issue to the ANF Distributees the
Shares, except upon the written consent of ANF agreeing to the acceptance of a
cash equivalent, or shares of another entity. 

                         10.2.     
Transfer by ANF.

                         (a)
ANF may transfer or assign its entire interest in this Agreement and the Mining
Properties subject to the written consent of YCKM, which consent shall not be
unreasonably withheld, and the express assumption by the transferee of all of
ANF’s obligations and upon execution of appropriate disclosure documents as YCKM
or its legal counsel deems necessary or required. 

                         (b)
ANF will ensure that the ANF Distributees shall not assign or transfer any
rights in and to the Cash Payments and the Shares, except (i) with the prior
written consent of YCKM, which consent shall not be unreasonably withheld, or
(ii) by operation of law in the event of an individual’s death, bankruptcy or a
corporate reorganization. In the event of a permitted transfer, and in each such
case, ANF will ensure that each legal transferee shall (i) provide YCKM, in
respect of an assignment or transfer of rights to receive Shares and in respect
of an assignment or transfer of rights to receive the Cash Payment, with
certified copies of all applicable legal documentation evidencing transfer by
operation of law; (ii) ratify this Agreement, and, (iii) with respect to the
Shares, execute and deliver to YCKM a Shareholders Questionnaire prior to
receiving any distribution of Shares. A permitted transferee that satisfies the
requirements of this Section 10.2(a) shall be deemed an ANF Distributee for
purposes of this Agreement. No change in ownership shall be binding on YCKM
until thirty (30) days after YCKM has received copies of the instruments and
documents required herein evidencing the 

Page 16 




change. Except as set forth herein, YCKM shall have no
obligation to recognize any claims to the Cash Payments or the Shares. 

                         (c)
Except as expressly agreed in writing by YCKM, no change or division in the
right to receive the Cash Payments or issuance of the Shares shall enlarge the
obligations or diminish the rights of YCKM.

ARTICLE XI 
Notice 

                         11.1.      Notices.
All notices and other communications to a party shall be in writing and shall be
sufficiently given if (i) delivered in person, (ii) sent by electronic
communications, with confirmation sent by registered or certified mail, return
receipt requested, or (iii) sent by registered or certified mail, return receipt
requested. All notices shall be effective and shall be deemed delivered (i) if
by personal delivery, on the date of delivery, (ii) if by electronic
communication, on the date of sending of the electronic communication, with
receipt of electronic confirmation of delivery, and (iii) if by registered or
certified mail, five Business Days following the date of mailing. Until a change
of address is communicated as indicated above, all notices shall be addressed as
follows: 

If to ANF: 

c/o A.J. Coffman 
Six Cherry Lane
Drive 
Cherry Hills Village, Colorado 80113-4210 

With a copy to each of the ANF
Distributees at the address of each such ANF Distributee set forth on
Schedule D hereof. 

If to YCKM: 

Yellowcake Mining, Inc. 
Suite 300
– Guinness Tower 
1055 West Hastings Street 
Vancouver, BC 
Canada V6E
2E9 
Attention: President 

                         11.2.      Any
party may give notice in writing of any change of its address. The address
provided in said notice will thereafter be deemed to be the address of the party
for the giving of notice hereunder. 

ARTICLE XII 
Arbitration 

                         12.1.      Procedure.
Any controversy or claim, whether based on contract, tort, statute or other
legal or equitable theory (including, but not limited to, any claim of fraud,
misrepresentation or fraudulent inducement or any question of validity or effect
of this Agreement, including this clause) 

Page 17 




arising out of or related to this Agreement (including
amendments or extensions), or the breach or termination of this Agreement shall
be first submitted to a mutually agreed neutral third party for non-binding
mediation. If mediation is not successful, then such controversy or claim shall
be settled by arbitration in accordance with the then current Rules of the
American Arbitration Association for Commercial Arbitration (the applicable
entity, the “Institute”), and this provision. The arbitration shall be governed
by the Federal Arbitration Act, 9 U.S.C. Sections 1 through 16 to the exclusion
of any provision of state law inconsistent therewith or which would produce a
different result, and the judgment upon the award rendered by the arbitrator may
be entered by any court having jurisdiction. 

                         12.2.      Location.
The arbitration shall be held in Denver, Colorado and there shall be three
arbitrators. Each party shall select a party arbitrator and the party
arbitrators shall select a third, neutral arbitrator. The arbitrators shall be
chosen subject to the rules and procedures as provided by the Institute and
shall have a minimum of ten years experience in mining matters generally and in
the subject matter of the dispute specifically. The arbitrators shall have no
financial interest in the outcome of the dispute. The arbitrators shall
determine the claims of the parties and render a final award in accordance with
the substantive law of the State of Colorado, excluding the conflicts provisions
of such law. The arbitrator shall set forth the reasons for the award in
writing. Except as required by law (and then only after prior notice to the
other party), no party shall disclose the facts of the underlying dispute or the
contents or results of the arbitration without the prior consent of all parties.
The decision of the arbitrators shall be by a majority of the arbitrators and
shall be final and binding on all parties, and shall be enforceable in any court
of competent jurisdiction. 

                         12.3.      Limitation.
All periods of survival and statutes of limitation and defenses based upon
passage of time applicable to any claim or right of action (including any
counterclaim or claim of setoff) shall be tolled while the arbitration is
pending. 

                         12.4.     
Inurement. The obligation to arbitrate any claim shall extend to the
successors, assigns and third party beneficiaries of the parties. 

                         12.5.     
Discovery. The arbitrators shall order the parties to promptly exchange
copies of all exhibits and witness lists, and, if requested by a party, to
produce other relevant documents, to answer up to ten interrogatories (including
subparts), to respond to up to ten requests for admissions (which shall be
deemed admitted if not denied) and to produce for deposition and, if requested,
at the hearing all witnesses that such party has listed and up to four other
persons within such party’s control. Any additional discovery shall only occur
by agreement of the parties or as ordered by the arbitrators upon a finding of
good cause. 

                         12.6.      Costs.
Each party shall bear its own costs, expenses and attorney’s and party
arbitrator fees; and one-half of the neutral arbitrator’s fees, provided that if
court proceedings to stay litigation or compel arbitration are necessary, the
party who unsuccessfully opposes such proceedings shall pay all reasonable
associated costs, expenses, and attorney’s fees in connection with such court
proceedings. 

                         12.7.     
Authority. The arbitrators shall not have the power to grant temporary or
permanent injunctive or other equitable relief. A party may, notwithstanding any
other provision of this Agreement, seek injunctive relief from any court of
competent jurisdiction. 

Page 18 




                         12.8.      Enforceability.
If any part of this arbitration provision is held to be unenforceable, it shall
be severed and shall not affect either the duty to arbitrate or any other part
of this provision. 

                         12.9.     
Survival. The provisions of this Section 12 shall survive termination of
this Agreement. 

ARTICLE XIII 
Miscellaneous 

                         13.1.     
Governing Law; Jurisdiction. This Agreement shall be governed by and
interpreted in accordance with the laws of the United States of America and the
State of Colorado. The parties hereby consent to the non-exclusive personal
jurisdiction of the state and federal courts located in the state of Colorado in
connection with any controversy related to this Agreement and waive any argument
that venue in any such forum is not convenient. THE PARTIES WAIVE ANY RIGHT TO
TRIAL BY JURY IN ANY ACTION AT LAW OR IN EQUITY OR IN ANY OTHER PROCEEDING BASED
ON OR PERTAINING TO THIS AGREEMENT. 

                         13.2.      Time
of Essence. Time shall be of the essence of this Agreement. 

                         13.3.      Binding.
This Agreement shall ensure to the benefit of and be binding upon the parties
hereto and their respective successors, permitted assigns, heirs, administrators
and legal representatives. 

                         13.4.     
Counterparts. This Agreement may be executed in counterparts which may be
delivered by facsimile. Each executed counterpart shall be deemed to be an
original and all such counterparts when read together constitute one and the
same instrument. 

                         13.5.      Third
Party Beneficiaries. This Agreement is exclusively for the benefit of ANF,
its successors and permitted assigns, with respect to the obligations of YCKM
under this Agreement, and for the benefit of YCKM, its successors and permitted
assigns, with respect to the obligations of ANF, under this Agreement, and
except for the distributions expressly provided for the ANF Distributees, this
Agreement shall not be deemed to confer upon or given to any other third party
any remedy, claim, liability, reimbursement or other right 

                         13.6.     
Force Majeure. The obligations of a party shall be suspended, and the
time for a party to perform such obligations shall be extended, to the extent
and for the period that the performance of such party is delayed or prevented by
any cause beyond the reasonable control of such party ("Force Majeure").
Force Majeure shall include labor disputes, riots, embargoes, sabotage, civil
strife, reasonably unforeseen technical difficulties, acts of God or nature,
including earthquakes, landslides, avalanches, storms, floods and other severe
adverse weather conditions, and supervening illegality of performance, except to
the extent that any of the foregoing is caused in whole or material part by the
fault or negligence of the party claiming Force Majeure. 

                         13.7.     
U.S. Dollars. Except as where specifically noted, all funds payable
hereunder are to be payable in United States Dollars. 

Page 19 




                         13.8.     
Specific Performance. The parties acknowledge that any breach of the
terms of this Agreement by any party would give rise to irreparable harm to
other parties for which money damages would not be an adequate remedy and
accordingly the parties agree that, in addition to any other remedies permitted
under this Agreement, any party shall be entitled to enforce the terms of this
Agreement by a decree of specific performance without the necessity of proving
the inadequacy of money damages as a remedy. 

                         13.9.     
Perpetuities. The parties do not intend that there shall be any violation
of the Rule Against Perpetuities, the Rule Against Unreasonable Restraints on
the Alienation of Property, or any similar rule. If any right or option to
acquire any interest in any real properties exists in this Agreement, such right
or option must be exercised, if at all, so as to vest such interest within time
periods permitted by applicable rules. If, however, any such violation should
inadvertently occur, the parties hereby agree that a court or arbitrator shall
reform that provision in such a way as to approximate most closely the intent of
the parties within the limits permissible under such rules. 

                         13.10.     
Survival. The obligation of YCKM to pay all amounts due or that become
due to ANF hereunder shall survive termination of this Agreement for any reason.


                         13.11.     
Regulatory Approval. This Agreement is not subject to regulatory
approval. 

                         13.12.     
Further Assurance. At the request of either party, the parties shall take
such reasonable actions, and execute and deliver any further instruments,
agreements, documents or other papers reasonably requested by either party to
effect the purposes of this Agreement and the transactions contemplated hereby,
including without limitation, revision of schedules consistent with the legal
description of the Mining Properties (including any amended or relocated mining
claims or subsequently issued leases). 

                         13.13.      Entire
Agreement; Amendment and Waiver.

                         (a)
This Agreement contains the entire understanding of the parties and supersedes
all prior agreements and understandings between the parties relating to the
subject matter hereof. 

                         (b)
No amendment or modification to this Agreement shall be effective unless be in
writing and signed by both parties. 

                         (c)
No waiver by a party of any breach by the other party of any provision of this
Agreement shall be deemed a waiver of any preceding or succeeding breach of the
same or any other provisions hereof. No such waiver shall be effective unless in
writing and then only to the extent expressly set forth in writing. 

                         13.14.      Section
Headings; and Construction. 

                         (a)
The section headings herein are for reference only and have no legal
significance. Defined terms include the plural or derivatives of such terms;
consistent with the foregoing, “Include”, “including”, or similar
terminology shall be construed as meaning without limitation as to, and whether
similar or dissimilar to, the nature or scope of the referenced matters.
“Hereunder:, “herein”, “hereby”, or “hereof”, or
similar terminology, shall be construed as referring to this Agreement rather
than only the section in which such term appears. “Will” and
“shall” have the same meaning. 

Page 20 




“Consistent with” means consistent with but not as a
limitation on. Unless otherwise expressly provided herein, references to
Sections and exhibits, schedules, or appendices refer to those of this
Agreement, and references to subsections refer to those within the Section or
subsection where the reference appears.

                         (b)
Provisions pertaining to requiring a party’s consent mean obtaining such consent
in advance and in writing. 

                         13.15.     
Severability. If any provision hereof is held to be invalid or
unenforceable in whole or in part in any relevant jurisdiction, such provision,
only to the extent invalid or unenforceable, shall be severable from this
Agreement, and the other provisions of this Agreement (along with the provision
at issue, to the extent that it would be valid and enforceable, and such
provision shall be deemed to be so reformed) shall remain in full force and
effect in such jurisdiction and the remaining provisions hereof shall be
liberally construed to carry out the purpose and intent of this Agreement. The
invalidity or unenforceability, in whole or in part, of any provision of this
Agreement in any relevant jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction, nor shall the
invalidity or unenforceability of any provision of this Agreement with respect
to any person or entity affect the validity or enforceability of such provision
with respect to any other person or entity. 

                         13.16.      No
Partnership. Nothing herein shall be deemed to: (i) constitute either party
the partner, venturer, agent, or legal representative of the other, or (ii)
create any fiduciary relationship between the parties. The parties do not intend
to create, and this Agreement shall not be construed to create, any mining,
commercial or other partnership or joint venture. Neither party shall act for or
assume any obligation or responsibility on behalf of the other party, unless and
as otherwise expressly provided herein. 

[Remainder of Page Intentionally Left Blank] 

Page 21 




          IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the
Effective Date. 

American Nuclear Fuels (Colorado)
LLC 


By:
________________________________________________
Its:
________________________________________________


Yellowcake Mining, Inc.



By:
________________________________________________
Its:
________________________________________________

 

Page 22 




List of Schedules and Exhibits 

 

Schedule A – Mining Properties and related Disclosures 

Schedule B – Consideration to ANF during Lease Term 

Schedule C – Consideration to ANF upon exercise of Option 

Schedule D - ANF Distributees 

Schedule E – Formula for Establishing Resources and for
Determining the Supplemental Cash Payments and Supplemental Shares Issuance 

Schedule F – Form of Lease and Option Agreements 

Schedule G – Shareholder Questionnaire 

Schedule H – Form of Royalty Deed 

Schedule I – Distribution of Standstill Payments and
Pre-closing Advances 

Exhibit 1 – Form of Escrow Instructions 

Exhibit 2 – Form of Mining Deed 

 

Page 23 




Schedule A 
to 
Master
Agreement concerning Lease and Option 

for Purchase and Sale of Mining
Properties 

Mining Properties 

Ownership: 

Beck Mining - the Hope, Sassy and
Outback Claims 
Beckworth - the Titan Claims 
Bedrock - unpatented lode
mining claims known as the Return Mine Claim Group 
Eagle Venture Group - the
Switchback Claims 
Bruce L. Beck, individually - the Mintwo Claims 
EV and
ULC – the Dreamaker Claims. 

Beck Mining claims 


	
CLAIM GROUPS AND 
CLAIM
      NAMES 	
LOCATION 
DATE 	

CMC NO. 	DATE 
FILED 
WITH
      BLM 	
CO. DOC. 
NO. 	

DATE REC. 	

LOCATOR 
	  	  	  	  	  	  	  
	Sassy #1A Group 	  	  	  	  	  	  
	  	  	  	  	  	  	  
	
Sassy #1A 	
4-1-2007 	
268759 	
6-22-2007 	
772055 	
4-27-2007 	Beck Mining 
Enterprises LLC 
	Sassy #2A 	" 	268760 	" 	772056 	" 	" 
	Sassy #3A 	" 	268761 	" 	772057 	" 	" 
	Sassy #4A 	" 	268762 	" 	772058 	" 	" 
	Sassy #5A 	" 	268763 	" 	772059 	" 	" 
	Sassy #6A 	" 	268764 	" 	772060 	" 	" 
	Sassy #7A 	" 	268765 	" 	772061 	" 	" 
	Sassy #8A 	" 	268766 	" 	772062 	" 	" 



Schedule A – Page 1 

4833-0151-4496\7
CW1597438.1 






	Sassy #9A 	" 	268767 	" 	772063 	" 	" 
	Sassy #10A 	" 	268768 	" 	772064 	" 	" 
	  	  	  	  	  	  	  
	The Hope Claim Group 	  	  	  	  	  	  
	  	  	  	  	  	  	  
	The Hope #1 	1-1-2006 	257919 	3-30-2006 	749892 	1-24-2006 	Bruce L. Beck 
	The Hope #2 	" 	257920 	" 	749893 	" 	" 
	

The Hope #3 	

" 	

257921 	

" 	

749894 	

" 	Bruce L. Beck & 
Deborah 
Recine
  
	
The Hope #4 	
" 	
257922 	
" 	
749895 	
" 	BruceL. Beck & 
Shari L. Beck 
	
Hope #6A 	
5-8-2007 	
268769 	
" 	
775120 	
6-6-2007 	Beck Mining 
Enterprises LLC 
	  	  	  	  	  	  	  
	The Outback Claim Group 	  	  	  	  	  	  
	  	  	  	  	  	  	  
	
Outback #1A 	
3-28-2007 	
268770 	
" 	
771921 	
4-25-2007 	Beck Mining 
Enterprises LLC 
	Outback #2A 	" 	268771 	" 	771922 	" 	" 
	Outback #3A 	" 	268772 	" 	771923 	" 	" 
	Outback #4A 	" 	268773 	" 	771924 	" 	" 
	Outback #5A 	" 	268774 	" 	771925 	" 	" 
	Outback #6A 	" 	268775 	" 	771926 	" 	" 
	Outback #7A 	" 	268776 	" 	771927 	" 	" 
	Outback #8A 	" 	268777 	" 	771928 	" 	" 
	Outback #9A 	" 	268778 	" 	771929 	" 	" 
	Outback #10A 	" 	268779 	" 	771930 	" 	" 
	Outback #11A 	" 	268780 	" 	771931 	" 	" 
	Outback #12A 	" 	268781 	" 	771932 	" 	" 
	Outback #13A 	" 	268782 	" 	771933 	" 	" 
	Outback #14A 	" 	268783 	" 	771934 	" 	" 
	Outback #15A 	" 	268784 	" 	771935 	" 	" 
	Outback #16A 	" 	268785 	" 	771936 	" 	" 
	Outback #17A 	" 	268786 	" 	771937 	" 	" 
	Outback #18A 	" 	268787 	" 	771938 	" 	" 



Schedule A – Page 2 






	Outback #19A 	"	268788 	" 	771939 	" 	" 
	Outback #20A 	"	268789 	" 	771940 	" 	" 



Disclosure of Matters
Relating to Beck Mining Claims 

Lessor’s title to the Mining Properties is expressly subject to
the following defects, encroachments, impairments or overlaps of the Mining
Properties, upon rights of others. 

	 	1. 	
      Overlaps of any portion of any Mining Properties upon
      State Lands where the State of Colorado has the mineral interest, or upon
      federal lands withdrawn from mineral entry.

	 	2. 	
      Surface rights grantees, licensees and permittees of the
      United States and State of Colorado, including, but not limited to grazing
      rights (permits or leases), rights of ways, roads, utility corridors, and
      water rights recognized by the Colorado State Engineer or reserved to the
      Federal Government

	 	3. 	
      Rights of parties to non-locatable minerals, including
      but not limited to oil, gas, coal, hydrocarbons, leaseable minerals,
      leaseable resources, and common minerals

	 	4. 	
      Overlaps of any claims constituting the Mining
      Properties, where the claim is in itself otherwise valid except to the
      extent of its overlaps upon (1) other mining claims having a valid
      priority of the area of the overlap, (2) patented mineral estates, (3)
      State Lands, (4) federal lands not open to mineral entry such as the lands
      in Atomic Energy Withdrawal areas or (5) water power site
      classifications.

	 	5. 	
      Defects resulting from competing claims claimed to have
      been located by a third party on the location of the Challenged Claims as
      described in Section 3.6 of the Agreement

	 	6. 	
      Defects resulting from the location of claims within
      Power Site Classifications where such claims have been relocated and have
      been or will be timely filed with the Bureau of Land
  Management.



Note: YCKM and Lessor agree to divide equally the initial fees
payable to the Bureau of Land Management in respect of (i) agreed amendments or
relocations of claims located within power site classifications and (ii) all of
the Outback claims.

Beckworth Claims 


	
CLAIM GROUPS AND 
CLAIM
      NAMES 	
LOCATION 
DATE 	

CMC NO. 	DATE 
FILED 
WITH
      BLM 	
CO. DOC. 
NO. 	

DATE REC. 	

LOCATOR




Schedule A – Page 3 






	Titan #1 Group 	  	  	  	  	  	  
	  	  	  	  	  	  	  
	
Titan #1 	
5-8-2007 	
268790 	
6-22-2007 	
775159 	
6-6-2007 	Beckworth 
Corp. 
	Titan #2 	" 	268791 	" 	775160 	" 	" 
	Titan #3 	" 	268792 	" 	775161 	" 	" 
	Titan #4 	" 	268793 	" 	775163 	" 	" 
	Titan #5 	" 	268794 	" 	775164 	" 	" 
	Titan #6 	" 	268795 	" 	775162 	" 	" 
	Titan #7 	" 	268796 	" 	775165 	" 	" 
	Titan #8 	" 	268797 	" 	775166 	" 	" 
	Titan #9 	" 	268798 	" 	775167 	" 	" 
	Titan #10 	" 	268799 	" 	775168 	" 	" 
	Titan #11 	" 	268800 	" 	775169 	" 	" 
	Titan #12 	" 	268801 	" 	775170 	" 	" 
	Titan #13 	" 	268802 	" 	775171 	" 	" 
	Titan #14 	" 	268803 	" 	775172 	" 	" 



Disclosure of Matters
Relating to Beckworth claims 

Lessor’s title to the Mining Properties is expressly subject to
the following defects, encroachments, impairments or overlaps of the Mining
Properties, upon rights of others. 

	 	1. 	
      Overlaps of any portion of any Mining Properties upon
      State Lands where the State of Colorado has the mineral interest, or upon
      federal lands withdrawn from mineral entry.

	 	2. 	
      Surface rights grantees, licensees and permittees of the
      United States and State of Colorado, including, but not limited to grazing
      rights (permits or leases), rights of ways, roads, utility corridors, and
      water rights recognized by the Colorado State Engineer or reserved to the
      Federal Government

	 	3. 	
      Rights of parties to non-locatable minerals, including
      but not limited to oil, gas, coal, hydrocarbons, leaseable minerals,
      leaseable resources, and common minerals

	 	4. 	
      Overlaps of any claims constituting the Mining
      Properties, where the claim is in itself otherwise valid except to the
      extent of its overlaps upon (1) other mining claims having a valid
      priority of the area of the overlap, (2) patented



Schedule A – Page 4 





	 		
      mineral estates, (3) State Lands or (4) federal lands not
      open to mineral entry such as the lands in Atomic Energy Withdrawal
      areas.

	 	5. 	
      Defects resulting from the location of claims within
      Power Site Classifications where such claims have been relocated and have
      been or will be timely filed with the Bureau of Land
  Management.



Note: YCKM and Lessor agree to divide equally the initial fees
payable to the Bureau of Land Management in respect of agreed relocations of
claims located within power site classifications.

Bedrock claims 


	
CLAIM GROUPS AND 
CLAIM
      NAMES 	
LOCATION 
DATE 	

CMC NO. 	DATE 
FILED 
WITH
      BLM 	
CO. DOC. 
NO. 	

DATE REC. 	

LOCATOR 
	  	  	  	  	  	  	  
	Carpenter Group 	  	  	  	  	  	  
	  	  	  	  	  	  	  
	
Carpenter 	
2-5-2005 	
254213 	
5-5-2005 	
733042 	
2-16-2005 	Ron E. Beck & 
Bruce L. Beck 
	Rocker 	" 	254214 	" 	733048 	" 	" 
	Easy Street 	" 	254215 	" 	733047 	" 	" 
	Redemption 	" 	254216 	" 	733046 	" 	" 
	Exceptional 	" 	254217 	" 	733045 	" 	" 
	Soldier 	" 	254218 	" 	733044 	" 	" 
	Excavator 	" 	254219 	" 	733043 	" 	" 
	Return 	" 	254220 	" 	733041 	" 	" 
	  	  	  	  	  	  	  
	Little Debbie Group 	  	  	  	  	  	  
	  	  	  	  	  	  	  
	
Little Debbie 	
4-16-2005 	
254682 	
7-12-2005 	
737171 	
5-9-2005 	Ron E. Beck & 
Bruce L. Beck 
	Monster 	" 	254683 	" 	737172 	" 	" 
	Wendy 	" 	254684 	" 	737173 	" 	" 
	Amos 	" 	254685 	" 	737174 	" 	" 
	Crom 	" 	254686 	" 	737175 	" 	" 



Schedule A – Page 5 






	Auntie 	" 	254687 	" 	737176 	" 	" 
	Pappy 	" 	254688 	" 	737177 	" 	" 
	Mammy 	" 	254689 	" 	737178 	" 	" 
	Betty Jean 	" 	254690 	" 	737179 	" 	" 
	MJB 	" 	254691 	" 	737180 	" 	" 
	Zack 	" 	254692 	" 	737181 	" 	" 
	Hope 	" 	254693 	" 	737182 	" 	" 
	Past Time Group 	  	  	  	  	  	  
	  	  	  	  	  	  	  
	
Past Time 	
10-14-2005 	
256647 	
1-11-2006 	
746763 	
11-16-2005 	Ron E. Beck & 
Bruce L. Beck 
	Gary Lyn 	" 	256648 	" 	746765 	" 	" 
	North Star 	" 	256649 	" 	746764 	" 	" 
	Jack 	" 	256650 	" 	746761 	" 	" 
	Rachual 	" 	256651 	" 	746760 	" 	" 



Disclosure of Matters
Relating to Bedrock claims 

Lessor’s title to the Mining Properties is expressly subject to
the following defects, encroachments, impairments or overlaps of the Mining
Properties, upon rights of others. 

	 	1. 	
      Overlaps of any portion of any Mining Properties upon
      State Lands where the State of Colorado has the mineral interest, or upon
      federal lands withdrawn from mineral entry.

	 	2. 	
      Surface rights grantees, licensees and permittees of the
      United States and State of Colorado, including, but not limited to grazing
      rights (permits or leases), rights of ways, roads, utility corridors, and
      water rights recognized by the Colorado State Engineer or reserved to the
      Federal Government

	 	3. 	
      Rights of parties to non-locatable minerals, including
      but not limited to oil, gas, coal, hydrocarbons, leaseable minerals,
      leaseable resources, and common minerals

	 	4. 	
      Overlaps of any claims constituting the Mining
      Properties, where the claim is in itself otherwise valid except to the
      extent of its overlaps upon (1) other mining claims having a valid
      priority of the area of the overlap, (2) patented mineral estates, (3)
      State Lands or (4) federal lands not open to mineral entry such as the
      lands in Atomic Energy Withdrawal areas.

	 	5. 	
      Any defect in title resulting from the late payment or
      non-payment of initial or annual filing and maintenance fees, where the
      claims affected have relocated and have been or will be timely filed with
      the Bureau of Land Management.



Schedule A – Page 6 





	 	6. 	
      Defects resulting from the location of claims within
      Power Site Classifications where such claims have been relocated and have
      been or will be timely filed with the Bureau of Land
  Management.



Note: YCKM and Lessor agree to divide equally the initial fees
payable to the Bureau of Land Management in respect of the relocation and
refiling of each of the claims included within the Mining Properties.

Bruce Beck claims 


	
CLAIM GROUPS AND 
CLAIM
      NAMES 	
LOCATION 
DATE 	

CMC NO. 	DATE 
FILED 
WITH
      BLM 	
CO. DOC. 
NO. 	

DATE REC. 	

LOCATOR 
	  	  	  	  	  	  	  
	Mintwo Group 	  	  	  	  	  	  
	
Mintwo #1 	
	
	
	
	
	
Bruce L. Beck 
	Mintwo #2 	  	  	  	  	  	" 
	Mintwo #3 	  	  	  	  	  	" 
	Mintwo #4 	  	  	  	  	  	" 
	Mintwo #5 	  	  	  	  	  	" 
	Mintwo #6 	  	  	  	  	  	" 
	Mintwo #7 	  	  	  	  	  	" 
	Mintwo #8 	  	  	  	  	  	" 
	Mintwo #9 	  	  	  	  	  	" 
	Mintwo #10 	  	  	  	  	  	" 
	Mintwo #11 	  	  	  	  	  	" 
	Mintwo #12 	  	  	  	  	  	" 
	Mintwo #13 	  	  	  	  	  	" 
	Mintwo #14 	  	  	  	  	  	" 
	Mintwo #15 	  	  	  	  	  	" 
	Mintwo #16 	  	  	  	  	  	“ 
	Mintwo #17 	  	  	  	  	  	" 
	Mintwo #18 	  	  	  	  	  	" 
	Mintwo #19 	  	  	  	  	  	" 
	Mintwo #20 	  	  	  	  	  	" 



Schedule A – Page 7 






	Mintwo #21 	 	 	 	 	 	" 
	Mintwo #22 	 	 	 	 	 	" 
	Mintwo #23 	 	 	 	 	 	" 
	Mintwo #24 	 	 	 	 	 	" 
	Mintwo #25 	 	 	 	 	 	" 
	Mintwo #26 	 	 	 	 	 	" 
	Mintwo #27 	 	 	 	 	 	" 
	Mintwo #28 	 	 	 	 	 	" 
	Mintwo #29 	 	 	 	 	 	" 
	Mintwo #30 	 	 	 	 	 	" 
	Mintwo #31 	 	 	 	 	 	" 
	Mintwo #32 	 	 	 	 	 	" 
	Mintwo #33 	 	 	 	 	 	" 
	Mintwo #34 	 	 	 	 	 	" 
	Mintwo #35 	 	 	 	 	 	" 
	Mintwo #36 	 	 	 	 	 	" 
	Mintwo #37 	 	 	 	 	 	" 
	Mintwo #38 	 	 	 	 	 	" 
	Mintwo #39 	 	 	 	 	 	" 
	Mintwo #40 	 	 	 	 	 	" 



Disclosure of Matters
Relating to Bruce Beck claims 

Lessor’s title to the Mining Properties is expressly subject to
the following defects, encroachments, impairments or overlaps of the Mining
Properties, upon rights of others. 

	 	1. 	
      Overlaps of any portion of any Mining Properties upon
      State Lands where the State of Colorado has the mineral interest, or upon
      federal lands withdrawn from mineral entry.

	 	2. 	
      Surface rights grantees, licensees and permittees of the
      United States and State of Colorado, including, but not limited to grazing
      rights (permits or leases), rights of ways, roads, utility corridors, and
      water rights recognized by the Colorado State Engineer or reserved to the
      Federal Government

	 	3. 	
      Rights of parties to non-locatable minerals, including
      but not limited to oil, gas, coal, hydrocarbons, leaseable minerals,
      leaseable resources, and common minerals



Schedule A – Page 8 





	 	4. 	
      Overlaps of any claims constituting the Mining
      Properties, where the claim is in itself otherwise valid except to the
      extent of its overlaps upon (1) other mining claims having a valid
      priority of the area of the overlap, (2) patented mineral estates, (3)
      State Lands or (4) federal lands not open to mineral entry such as the
      lands in Atomic Energy Withdrawal areas.

	 	5. 	
      Defects resulting from the location of claims within
      Power Site Classifications where such claims have been relocated and have
      been or will be timely filed with the Bureau of Land
  Management.



Note: YCKM and Lessor agree to divide equally the initial fees
payable to the Bureau of Land Management in respect of the 40 Mintwo claims.

Eagle Venture Group claims 


  	
CLAIM GROUPS AND 
CLAIM NAMES 	

        LOCATION 
DATE 	

        
CMC NO. 	DATE 

        FILED 
WITH
      BLM 	

        CO. DOC. 
NO. 	

        
DATE REC. 	

        
LOCATOR 	

        
COMMENTS 
	  	  	  	  	  	  	  	  
	Switchback #1A Group 	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	
Swithback #1A 	

        12-10-2005* 	

        256652 	

        1-13-2006 	

        748478 	

        12-21-2005 	Eagle Venture 

        Group LLC 	*Amendment 

        Date 
	Swithback #2A 	" 	256653 	" 	748479 	" 	" 	" 
	Swithback #3A 	" 	256654 	" 	748480 	" 	" 	" 
	Swithback #4A 	" 	256655 	" 	748481 	" 	" 	" 
	Swithback #5A 	" 	256656 	" 	748482 	" 	" 	" 
	Swithback #6A 	" 	256657 	" 	748483 	" 	" 	" 
	Swithback #7A 	" 	256658 	" 	748484 	" 	" 	" 
	Switchback #10A 	" 	256659 	" 	748485 	" 	" 	" 
	Switchback #11A 	" 	256660 	" 	748486 	" 	" 	" 
	Switchback #12A 	" 	256661 	" 	748487 	" 	" 	" 
	Switchback #13A 	" 	256662 	" 	748488 	" 	" 	" 
	Switchback #14A 	" 	256663 	" 	748489 	" 	" 	" 
	Switchback #15A 	" 	256664 	" 	748490 	" 	" 	" 
	Switchback #16A 	" 	256665 	" 	748491 	" 	" 	" 
	Switchback #17A 	" 	256666 	" 	748492 	" 	" 	" 



Schedule A – Page 9 






	Switchback #18A 	" 	256667 	" 	748493 	" 	" 	" 
	Switchback #19 	11-23-2005 	256668 	" 	748466 	" 	" 	  
	Switchback #20 	" 	256669 	" 	748467 	" 	" 	  
	Switchback #21 	" 	256670 	" 	748468 	" 	" 	  
	Switchback #22 	" 	256671 	" 	748469 	" 	" 	  
	Switchback #23 	" 	256672 	" 	748470 	" 	" 	  
	Switchback #24 	" 	256673 	" 	748471 	" 	" 	  
	Switchback #25 	" 	256674 	" 	748472 	" 	" 	  
	Switchback #26 	11-23-2005 	256675 	" 	748473 	" 	" 	  
	Switchback #27 	" 	256676 	" 	748474 	" 	" 	  
	Switchback #28 	" 	256677 	" 	748475 	" 	" 	  
	Switchback #29 	" 	256678 	" 	748476 	" 	" 	  
	Switchback #30 	" 	256679 	" 	748477 	" 	" 	  
	 	  	  	  	  	  	  	  
	The Last Dollar Group 	  	  	  	  	  	  	  
	 	  	  	  	  	  	  	  
	
The Last Dollar #1 	
11-25-2005 	
257734 	
2-23-2006 	
748620 	
12-23-2005 	Eagle Venture 
Group LLC 	

	The Last Dollar #2 	" 	257735 	" 	748621 	" 	" 	  
	The Last Dollar #3 	" 	257736 	" 	748622 	" 	" 	  
	The Last Dollar #4 	" 	257737 	" 	748623 	" 	" 	  
	The Last Dollar #5 	" 	257738 	" 	748624 	" 	" 	  
	The Last Dollar #6 	" 	257739 	" 	748625 	" 	" 	  
	The Last Dollar #7 	" 	257740 	" 	748626 	" 	" 	  
	The Last Dollar #8 	11-26-2005 	257741 	" 	748627 	" 	" 	  
	The Last Dollar #9 	" 	257742 	  	748628 	" 	" 	  
	The Last Dollar #10 	" 	257743 	" 	748629 	" 	" 	  
	The Last Dollar #11 	" 	257744 	" 	748630 	" 	" 	  
	 	  	  	  	  	  	  	  
	 	  	  	  	  	  	  	  
	Switchback #8 Group 	  	  	  	  	  	  	  
	 	  	  	  	  	  	  	  
	
Switchback #8 	
1-1-2006 	
257923 	
3-30-2006 	
749899 	
1-24-2006 	Eagle Venture 
Group LLC 	

	Switchback #9 	" 	257924 	" 	749900 	" 	" 	  



Schedule A – Page 10 






	Switchback #31 	1-3-2006 	257925 	" 	750104 	1-30-2006 	" 
	Switchback #32 	" 	257926 	" 	750105 	" 	" 
	Switchback #33 	" 	257927 	" 	750106 	" 	" 
	  	  	  	  	  	  	  
	Switchback #2AB Group 	  	  	  	  	  	  
	  	  	  	  	  	  	  
	
Switchback #2AB 	
3-30-2007 	
268804 	
6-22-2007 	
771941 	
4-25-2007 	Eagle Venture 
Group LLC 
	Switchback #3AB 	" 	268805 	" 	771942 	" 	" 
	Switchback #4AB 	" 	268806 	" 	771943 	" 	" 
	Switchback #5AB 	" 	268807 	" 	771944 	" 	" 
	Switchback #15AB 	" 	268808 	" 	771945 	" 	" 
	Switchback #16AB 	" 	268809 	" 	771946 	" 	" 
	Switchback #17AB 	" 	268810 	" 	771947 	" 	" 
	Switchback #20AB 	" 	268811 	" 	771948 	" 	" 
	Switchback #28AB 	" 	268812 	" 	771949 	" 	" 
	
Switchback #31AB 	
" 	
268813 	
" 	
771950 	
" 	Eagle Venture 
Group LLC 
	Switchback #32AB 	" 	268814 	" 	771951 	" 	" 



Disclosure of Matters
Relating to Eagle Venture Group claims


Lessor’s title to the Mining Properties is expressly subject to
the following defects, encroachments, impairments or overlaps of the Mining
Properties, upon rights of others. 

	 	1. 	
      Overlaps of any portion of any Mining Properties upon
      State Lands where the State of Colorado has the mineral interest, or upon
      federal lands withdrawn from mineral entry.

	 	2. 	
      Surface rights grantees, licensees and permittees of the
      United States and State of Colorado, including, but not limited to grazing
      rights (permits or leases), rights of ways, roads, utility corridors, and
      water rights recognized by the Colorado State Engineer or reserved to the
      Federal Government

	 	3. 	
      Rights of parties to non-locatable minerals, including
      but not limited to oil, gas, coal, hydrocarbons, leaseable minerals,
      leaseable resources, and common minerals

	 	4. 	
      Overlaps of any claims constituting the Mining
      Properties, where the claim is in itself otherwise valid except to the
      extent of its overlaps upon (1) other mining claims having a valid
      priority of the area of the overlap, (2) patented



Schedule A – Page 11 





	 		
      mineral estates, (3) State Lands or (4) federal lands not
      open to mineral entry such as the lands in Atomic Energy Withdrawal
      areas.

	 	5. 	
      Defects resulting from the location of claims within
      Power Site Classifications where such claims have been relocated and have
      been or will be timely filed with the Bureau of Land Management.

	 	6. 	
      Any defect in title resulting from the late payment or
      non-payment of initial or annual filing and maintenance fees, where the
      claims affected have relocated and have been or will be timely filed with
      the Bureau of Land Management.



Note: YCKM and Lessor agree to divide equally the initial fees
payable to the Bureau of Land Management in respect of (i) agreed relocations of
claims located within Power Site Classifications, and (ii) relocation and
refilling of claims affected by the late payment or non-payment of initial or
annual filing and maintenance fees.

Energy Venture and Uravan
claims 


	
CLAIM GROUPS AND 
CLAIM
      NAMES 	
LOCATION 
DATE 	

CMC NO. 	DATE 
FILED 
WITH
      BLM 	
CO. DOC. 
NO. 	

DATE REC. 	

LOCATOR 
	Dreamaker #1 	09-12-2007 	272165 	10-18-2007 	781829 	10-10-2007 	Energy Venture LLC 
	Dreamaker #2 	“ 	272166 	“ 	781830 	“ 	“ 
	Dreamaker #3 	“ 	272167 	“ 	781831 	“ 	“ 
	Dreamaker #4 	“ 	272168 	“ 	781832 	“ 	“ 
	Dreamaker #5 	“ 	272169 	“ 	781833 	“ 	“ 
	Dreamaker #6 	“ 	272170 	“ 	781834 	“ 	“ 
	Dreamaker #7 	“ 	272171 	“ 	781835 	“ 	“ 
	Dreamaker #8 	“ 	272172 	“ 	781836 	“ 	“ 
	Dreamaker #9 	“ 	272173 	“ 	781837 	“ 	“ 
	Dreamaker #10 	“ 	272174 	“ 	781838 	“ 	“ 
	Dreamaker #11 	“ 	272175 	“ 	781839 	“ 	“ 
	Dreamaker #12 	“ 	272176 	“ 	781840 	“ 	“ 
	Dreamaker #13 	“ 	272177 	“ 	781841 	“ 	“ 
	Dreamaker #14 	“ 	272178 	“ 	781842 	“ 	“ 



Schedule A – Page 12 






	Dreamaker #15 	 “ 	272179 	 “ 	 781843 	“ 	“ 
	Dreamaker #16 	 “ 	 272180 	 “ 	 781844 	“ 	“ 
	Dreamaker #17 	“	 272181 	 “ 	 781845 	“ 	“ 
	Dreamaker #18 	 “ 	 272182 	 “ 	 781846 	“ 	“ 
	Dreamaker #19 	 “ 	 272183 	 “ 	 781847 	“ 	“ 
	Dreamaker #20 	 “ 	 272184 	 “ 	 781848 	“ 	“ 
	Dreamaker #21 	 “ 	 272185 	 “ 	 781849 	“ 	“ 
	Dreamaker #22 	 “ 	 272186 	 “ 	 781850 	“ 	“ 
	Dreamaker #23 	 “ 	 272187 	 “ 	 781851 	“ 	“ 
	Dreamaker #24 	 “ 	 272188 	 “ 	 781852 	“ 	“ 
	Dreamaker #25 	 “ 	 272189 	 “ 	 781853 	“ 	“ 
	Dreamaker #26 	 “ 	 272200 	 “ 	 781854 	“ 	“ 
	Dreamaker #27 	 “ 	 272191 	 “ 	 781855 	“ 	“ 
	Dreamaker #28 	 “ 	 272192 	 “ 	 781856 	“ 	“ 
	Dreamaker #29 	 “ 	 272193 	 “ 	 781857 	“ 	“ 
	Dreamaker #30 	 “ 	 272194 	 “ 	 781858 	“ 	“ 
	Dreamaker #31 	 “ 	 272195 	 “ 	 781859 	“ 	“ 
	Dreamaker #32 	 “ 	 272196 	 “ 	 781860 	“ 	“ 
	Dreamaker #33 	 “ 	 272197 	 “ 	 781861 	“ 	“ 
	Dreamaker #34 	 “ 	 272198 	 “ 	 781862 	“ 	“ 
	Dreamaker #35 	 “ 	 272199 	 “ 	 781863 	“ 	“ 
	Dreamaker #36 	 “ 	 272200 	 “ 	 781864 	“ 	“ 
	Dreamaker #37 	 “ 	 272201 	 “ 	 781865 	“ 	“ 
	Dreamaker #38 	 “ 	 272202 	 “ 	 781866 	“ 	“ 
	Dreamaker #39 	 “ 	 272203 	 “ 	 781867 	“ 	“ 
	Dreamaker #40 	 “ 	 272204 	 “ 	 781868 	“ 	“ 



Disclosure of Matters
Relating to Energy Venture and
Uravan claims 

Lessor’s title to the Mining Properties is expressly subject to
the following defects, encroachments, impairments or overlaps of the Mining
Properties, upon rights of others. 

Schedule A – Page 13 





	 	1. 	
      Overlaps of any portion of any Mining Properties upon
      State Lands where the State of Colorado has the mineral interest, or upon
      federal lands withdrawn from mineral entry.

	 	2. 	
      Surface rights grantees, licensees and permittees of the
      United States and State of Colorado, including, but not limited to grazing
      rights (permits or leases), rights of ways, roads, utility corridors, and
      water rights recognized by the Colorado State Engineer or reserved to the
      Federal Government

	 	3. 	
      Rights of parties to non-locatable minerals, including
      but not limited to oil, gas, coal, hydrocarbons, leaseable minerals,
      leaseable resources, and common minerals

	 	4. 	
      Overlaps of any claims constituting the Mining
      Properties, where the claim is in itself otherwise valid except to the
      extent of its overlaps upon (1) other mining claims having a valid
      priority of the area of the overlap, (2) patented mineral estates, (3)
      State Lands or (4) federal lands not open to mineral entry such as the
      lands in Atomic Energy Withdrawal areas.



Schedule A – Page 14 




Schedule B
to 
Master Agreement concerning Lease
and Option 

for Purchase and Sale of Mining Properties 

Base Consideration during Lease Term


	Date1 	Cash Payment in US$ 	Number of Shares of YCKM 
	Lease Closing Date 	US$3,0002 	12,5003 
	First Lease Payment Date – 
March 31, 2008 	US$12,000 
	50,000 

	Second Lease Payment Date – 
June 15, 2008 	US$62,500 
	31,250 

	Third Lease Payment Date – 
December 15, 2008 	US$187,500 
	93,750 

	Fourth Lease Payment Date – 
December 15, 2009 	US$187,500 
	93,750 

	Fifth Lease Payment Date – 
December 15, 2010 	US$187,500 
	93,750 

	Sixth Lease Payment Date – 
December 15, 2011 	US$187,500 
	93,750 

	Seventh Lease Payment Date – 
December 15, 2012 	US$156,250 
	46,875 




 

_____________________
 

	1 	
      If any of the dates below do not fall on a Business Day,
      the Lease Payment Date shall fall on the next following Business
    Day.

	 	 
	2 	
      Reflects total funds due on or prior to the First Lease
      Payment Date of US$125,000 less US$110,000 advanced for the account of ANF
      on December 15, 2007 as set forth in more detail in Schedule I hereof, the
      resulting sum of US$15,000 being divided 20% payable on the Effective Date
      and 80% payable on the First Lease Payment Date.

	 	 
	3 	
      Reflects total Shares of 62,500 issuable on or prior to
      the First Lease Payment Date, being divided 20% issuable on the Effective
      Date and 80% issuable on the First Lease Payment Date.




Schedule B – Page 1






Schedule C 
to 
Master Agreement concerning
Lease and Option 

for Purchase and Sale of Mining Properties 

Consideration upon Option Exercise


	Year of Option Exercise Period 
during which the Option
      is 
Exercised 	Cash Payment in US$ 

	Number of Shares of YCKM 


	2009 	US$2,000,000 	1,000,000 
	2010 	US$1,500,000 	750,000 
	2011 	US$1,000,000 	500,000 
	2012 	US$500,000 	250,000 
	2013 	Nil 	Nil 



Schedule C – Page 1 




Schedule D 
to 
Master Agreement concerning
Lease and Option 

for Purchase and Sale of Mining Properties
A

NF Distributees 

          Except
as otherwise provided in the Agreement, YCKM shall make the Cash Payments, issue
Shares and pay the Royalty to the parties named herein as the Distributees in
accordance with their respective percentage interests in ANF set forth below. No
change in the right to receive Cash Payments, issuance of Shares or payment of
the Royalty shall be effective unless the reported transferee or owner satisfies
the requirements of the Agreement.


  	Name and address of Distributee 

        

	Percentage of each 

        Cash Payment due 
to
      ANF 
	Percentage of 

        number of Shares 
due to
      ANF 
	Percentage of 

        Royalty payments 
due to
      ANF 

	Far Country Investments (Colorado) 
LLC
      

c/o Aldine J. Coffman, Jr. 
Six Cherry Lane Drive 
Cherry
      Hills Village, Colorado USA 
80113-4210 	14.666% 





	14.666% 





	14.666% 






	
Eben C. Loewenthal 
Post Office Box
      7705 
North Brunswick, New Jersey USA 
08902 	15.666% 



	15.666% 



	15.666% 




	Dewey Land and Mineral LLC 
c/o Gregory J.
      DeWerd 
5 Parkway Drive 
Cherry Hills Village, Colorado 
80113
      
	14.666% 




	14.666% 




	14.666% 





	
W. Dan Proctor 
951 East 830 South
      
Pleasant Grove, Utah, USA 84062 	15.666% 


	15.666% 


	15.666% 



	
E. John McDonald 
Post Office Box 906
      
Moab, Utah 84532 	15.666% 


	15.666% 


	15.666%







Schedule D – Page 1 






	Ticaboo LLC 

Nathan W. Williams
      
2509 Elmwood 
Denver, Colorado 80221 	14.666% 



	14.666% 



	14.666% 




	
Arris Resources LLC 

4246 W Lake Cir S
      
Littleton, CO 80123 	
9% 


	
9% 


	
9% 






Schedule D – Page 2 




Schedule E 
to 
Master Agreement concerning
Lease and Option for 

Purchase and Sale of Mining Properties 

Calculation of Supplemental Payment

1.          
YCKM shall, in respect of each Work Program Period, retain an independent third
party expert, who shall be a qualified mining engineer acceptable to ANF and
familiar with the evaluation of uranium-bearing ore bodies (the “Assessment
Engineer”), to produce an estimation of the quantities of uranium oxide
(U308) and vanadium pentoxide (V2O5)
located within the Mining Properties in accordance with this Schedule E,
based on exploration data produced or obtained by YCKM through the end of such
Work Program Period (the “Annual Estimate of Indicated Mineral Resources”). 

2.           
The Assessment Engineer shall have qualifications equivalent to those of a
“Qualified Person” as defined in the CIM Definition Standards - for Mineral
Resources and Mineral Reserves prepared by the CIM Standing Committee on Reserve
Definitions and adopted by the CIM Council on December 11, 2005 (http://www.cim.org/committees/CIMDefStds_Dec11_05.pdf)
(the “CIM Definition Standards”), and shall perform the Annual Estimate of
Indicated Mineral Resources in a manner consistent with the Estimation of
Mineral Resources and Mineral Reserves Best Practice Guidelines adopted by the
CIM Council on November 23, 2003 (http://www.cim.org/committees/estimation2003.pdf). 

3.           
The Annual Estimate of Indicated Mineral Resources shall set forth the number of
Pounds of each of U308 and V2O5
located within the Mining Properties that qualify as an “Indicated Mineral
Resource,” as defined in the CIM Definition Standards, and shall be delivered to
ANF along with YCKM’s calculation of the Supplemental Payment and the
Supplemental Shares in accordance with this Schedule E not later than
five Business Days prior to each Supplemental Payment Date. 

4.           
The Supplemental Payment in respect of each Supplemental Payment Date shall be
calculated according to the following formula: 

Supplemental Payment = ((PU x US$1.25) + (PV x US$V) – LP) x
0.25 

Where: 

             
PU = the number of Pounds of U308 identified as an
“Identified Mineral Resource” on the Mining Properties in the most recently
prepared Annual Estimate of Indicated Mineral Resources; 

             
PV = the number of Pounds of V2O5 identified as an
“Identified Mineral Resource” on the Mining Properties in the most recently
prepared Annual Estimate of Indicated Mineral Resources; 

             
US$V = the greater of US$0.25 or, in the event that the average spot price of
V2O5. as quoted on the American Metal Market during the
three month period ending at the end of the most recent 

Schedule E – Page 1 




Work Program Period (the “Average V2O5
Price”) exceeds US$10.00 per Pound, 2.5% of the Average
V2O5 Price.

             
LP = the sum of (a) all Cash Payments received by the Claimholders and ANF
pursuant to Section 3.1 of each of the Lease and Option Agreements and this
Agreement subsequent to the payments due in respect of the Second Lease Payment
Date (June 15, 2008) and (b) the product of US$2.00 and the number of Shares
received by the Claimholders and ANF pursuant to Section 3.1 of each of the
Lease and Option Agreements and this Agreement subsequent to the Shares due in
respect of the Second Lease Payment Date. 

Schedule E – Page 2 




Schedule F 
to 
Master Agreement concerning
Lease and Option 

for Purchase and Sale of Mining Properties 

Forms of Lease and Option Agreement

 

 

Schedule F – Page 1 




Schedule G 
to 
Master Agreement concerning
Lease and Option 

for Purchase and Sale of Mining Properties 

Shareholder Questionnaire 

ONLY U.S. SUBSCRIBERS NEED TO SIGN THIS 

All capitalised terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement. 

This Questionnaire is for use by each Subscriber who is a US
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Shares of
Yellowcake Mining, Inc. (the “Company”). The purpose of this
Questionnaire is to assure the Company that each Subscriber will meet the
standards imposed by the 1933 Act and the appropriate exemptions of applicable
state securities laws. The Company will rely on the information contained in
this Questionnaire for the purposes of such determination. The Shares will not
be registered under the 1933 Act in reliance upon the exemption from
registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of
the 1933 Act. This Questionnaire is not an offer of the Shares or any other
securities of the Company in any state other than those specifically authorized
by the Company. 

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Subscriber agrees that, if necessary, this Questionnaire may be presented to
such parties as the Company deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Shares hereunder. 

The Subscriber covenants, represents and warrants to the
Company that it satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if any,
of an “Accredited Investor” which the Subscriber satisfies) 

	 	________	Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Shares, with total assets in excess of US $5,000,000;
    

	 	 	  	
       

	 	________ 	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, on the date of purchase exceeds US
      $1,000,000; 



Schedule G – Page 1 





	 	________	Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year; 

	 	 	  	
       

	 	________	Category 4 	
      A “bank” as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an
      insurance company as defined in Section 2(13) of the 1933 Act; an
      investment company registered under the Investment Company Act of
      1940 (United States) or a business development company as defined in
      Section 2(a)(48) of such Act; a Small Business Investment Company licensed
      by the U.S. Small Business Administration under Section 301(c) or (d) of
      the Small Business Investment Act of 1958 (United States); a
      plan with total assets in excess of $5,000,000 established and maintained
      by a state, a political subdivision thereof, or an agency or
      instrumentality of a state or a political subdivision thereof, for the
      benefit of its employees; an employee benefit plan within the meaning of
      the Employee Retirement Income Security Act of 1974 (United
      States) whose investment decisions are made by a plan fiduciary, as
      defined in Section 3(21) of such Act, which is either a bank, savings and
      loan association, insurance company or registered investment adviser, or
      if the employee benefit plan has total assets in excess of $5,000,000, or,
      if a self- directed plan, whose investment decisions are made solely by
      persons that are accredited investors; 

	 	 	  	
       

	 	________	Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States); 

	 	 	  	
       

	 	________	Category 6 	
      A director or executive officer of the Company;


	 	 	  	
       

	 	________	Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act; 

	 	 	  	
       

	 	________	Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories;




Schedule G – Page 2 




Note that prospective Subscribers
claiming to satisfy one of the above categories of Accredited Investor may be
required to supply the Company with a balance sheet, prior years’ federal income
tax returns or other appropriate documentation to verify and substantiate the
Subscriber’s status as an Accredited Investor. 

If the Subscriber is an entity which initialled Category 8 in
reliance upon the Accredited Investor categories above, state the name, address,
total personal income from all sources for the previous calendar year, and the
net worth (exclusive of home, home furnishings and personal automobiles) for
each equity owner of the said entity:

______________________________________________________________________________________________________________________


______________________________________________________________________________________________________________________

The Subscriber hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Subscriber will notify
the Company promptly of any change in any such information. If this
Questionnaire is being completed on behalf of a corporation, partnership, trust
or estate, the person executing on behalf of the Subscriber represents that it
has the authority to execute and deliver this Questionnaire on behalf of such
entity. 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ______ day of __________________, 20_____. 

	If a Corporation, Partnership or 	 	If an Individual: 
	Other Entity: 	 	  
	 	 	 
	 	 	 
	Print or Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	Social Security/Tax I.D. No.



Schedule G – Page 3 




Schedule H 
to 
Master Agreement concerning
Lease and Option 

for Purchase and Sale of Mining Properties 

Form of Deeds of Royalty to ANF 

FORM OF ROYALTY DEED 

THIS ROYALTY DEED is made and entered into and made
effective as of December 28, 2007 by ___________________________ whose address
is ____________________________ ("Owner") in favor of American Nuclear
Fuels (Colorado) LLC, a Colorado limited liability company whose address
is 6 Cherry Lane Drive, Cherry Hills Village, Colorado 80113-4210
(“ANF”). 

WITNESSETH 

          For
and in consideration of the mutual premises and covenants herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby confessed and acknowledged, Owner grants and conveys to ANF a production
royalty of one percent 1% of the Gross Value at the mine of the Commercial
Production of Minerals mined or extracted from the Mining Properties, and saved,
sold, and/or removed for disposal without sale, all as hereinafter provided in
this Royalty Deed. 

DEED 

          1.      Definitions
Unless otherwise defined herein, all capitalized terms shall have the
meanings set forth below. 

                    a.      “Allowable
Taxes” shall mean production taxes or severance taxes imposed,
levied, assessed, or measured by or on the value of production of Minerals from
the Mining Properties. 

                    b.      “Allowable
Transportation Costs” shall mean the actual costs of transportation
of Uranium-bearing Products, By-Products or Other Mineral Products (as such
terms are herein defined) from the mine site to competitive amenable mill or
processing facility. 

                    c.     
“By-Products” shall mean all Minerals (as hereinafter defined)
other than uranium, in the form of ores, mine waters, leachates, pregnant
liquors, pregnant slurries, concentrated slurries, precipitates, whether in dry
or slurry state, concentrates, or products beneficiated, upgraded, or refined
further than concentrates, occurring in intimate depositional relationship with
uranium and recovered as secondary values during the mining, extraction,
processing, or treatment of Uranium-bearing Products (as hereinafter defined).


                    d.     
“Mining Properties” shall mean the unpatented mining claims and
the lands covered by and relating to the unpatented mining claims more
particularly described on Schedule A hereto, as well as any mining claims
pertaining to such claims located, amended, and/or relocated by Miner or Owner.


Schedule H – Page 1 




                    e.     
“Commercial Production” shall mean the production of Minerals by
Miner in commercial quantities and grades, including but not limited to
production of Minerals under any exploration permit covering the Mining
Properties or any portion thereof. 

                    f.     
“Miner” shall mean Owner or its direct or indirect successors or assigns
conducting mining operations upon, or the sale of Minerals from, the Mining
Properties, whether directly, or indirectly through any third party acting
pursuant to a contract with, or with the consent of, either Owner or its
successors or assigns. 

                    g.     
“Other Mineral Products” shall mean all Minerals (as hereinafter
defined) mined or extracted primarily for values derived from their content of
minerals other than uranium, in the form of ores, mine waters, leachates,
pregnant liquors, pregnant slurries, concentrated slurries, precipitates,
whether in dry or slurry state, concentrates, or products beneficiated, upgraded
or refined further than concentrates. 

                    h.      “Minerals”
shall mean all metals, minerals, ores, mine waters, leachates, pregnant
liquors, pregnant slurries, concentrated slurries, precipitates, or concentrates
in whatever form, found in or on the Mining Properties, excepting coal, oil,
gas, and associated hydrocarbons, and other leaseable minerals and common
minerals or materials; provided, however, in the event the Mining Properties at
some point include Federal and or State mineral leases, then for purposes
hereof, Minerals shall include only those minerals that are covered by the grant
of such leases. Minerals shall include By-Products, Other Mineral Products, and
Uranium-Bearing Products (as hereinafter defined).

                    i.      “Royalty”
shall mean the production royalty granted hereby. 

                    j.      “Uranium-bearing
Products” shall mean uranium ore, uranium-bearing mine waters,
leachates, pregnant liquors, pregnant slurries, concentrated slurries,
precipitates, whether in dry or slurry state, uranium concentrates in the form
commonly known as “yellowcake,” or uranium compounds upgraded, beneficiated, or
refined further than yellowcake. 

                    k.     
“Pounds” means avoirdupois pounds. 

          2.      Grant
of Royalty 

                    a.     
Grant of Royalty. Owner hereby grants to ANF a production royalty of one
percent (1%) of the Gross Value at the mine of the Commercial Production of
Minerals mined or extracted from the Mining Properties, and saved, sold, and/or
removed for disposal without sale. 

          3.     
Gross Value 

                    a.      Uranium-bearing
Products. 

                              i.      In
the event Miner sells uranium-bearing ores in a raw, crude state, “Gross Value”
shall mean the actual proceeds from the sale of such uranium-bearing ores less
(i) actual charges or costs of weighing, sampling, assaying, and analysis; (ii)
sales brokerage costs; (iii) Allowable Transportation Costs; and (iv) any
Allowable Taxes. 

Schedule H – Page 2 




                              ii.      In
the event Miner sells uranium-bearing mine waters, leachates, pregnant liquors,
pregnant slurries, concentrated slurries, precipitates, or any other
uranium-bearing compounds (except yellowcake) produced by in situ, heap leaching
or other solution mining process, “Gross Value” shall mean the actual proceeds
from the sale of such uranium-bearing compounds less (i) the actual cost of
processing and treatment of such uranium-bearing compounds after extraction from
production wellheads but prior to sale; (ii) actual charges or costs of
weighing, sampling, assaying, and analysis; (iii) Allowable Transportation
Costs; and (iv) any Allowable Taxes. 

                    b.     
In the event Miner sells neither uranium-bearing ore in a raw, crude state nor
uranium-bearing mine waters, leachates, pregnant liquors, pregnant slurries,
concentrated slurries, precipitates or similar uranium-bearing compounds, but
instead processes and sells the same in the form of yellowcake, produced either
in an ion exchange or other processing facility or mill owned or controlled by
Miner or on a custom or toll basis, “Gross Value” shall mean the actual proceeds
of sale of such yellowcake received by Miner less (i) actual charges or costs of
weighing, sampling, assaying, and analysis; (ii) Allowable Transportation Costs;
(iii) Miner's actual toll or custom processing or milling penalties and charges
or Miner's actual cost of processing or milling such uranium ore, mine waters,
leachates, pregnant liquors, pregnant slurries, concentrated slurries,
precipitates, or similar uranium-bearing compounds; (iv) sales brokerage costs;
and (v) any Allowable Taxes. 

                    c.      By-Products;
Other Mineral Products. In the event Miner sells ByProducts or Other Mineral
Products, “Gross Value” shall mean the actual proceeds from the sale of such
By-Products or Other Mineral Products less (a) actual charges or costs of
weighing, sampling, assaying, and analysis; (b) sales brokerage costs; (c)
Allowable Transportation Costs; (d) actual penalties, charges, or costs of
treating, beneficiating, upgrading, or other processing of such By-Products or
Other Mineral Products prior to sale; and (e) any Allowable Taxes. 

                    d.      Further
Beneficiation. Miner, in its sole discretion and for its sole benefit, risk,
and account, may take yellowcake or concentrates of By-Products or Other Mineral
Products and treat, beneficiate, upgrade, refine, or enrich the same further
than the concentrate state, either in its own facilities or in facilities owned
or controlled by others; provided that such taking by Miner for all purposes
hereof shall be deemed a disposal without sale pursuant to Section 3(e) hereof.


                    e.     
Disposal Without Sale. In the event Miner sells Uranium-bearing Products,
By-Products, or Other Mineral Products to a corporate affiliate, partner, or
joint venturer; or in the event Miner takes the same for its own account for
further treatment, beneficiation, upgrading, refining or enrichment beyond the
concentrate state; delivers the same in kind; or otherwise disposes of the same,
such Uranium-bearing Products, By-Products or Other Mineral Products shall be
deemed to be disposed of without sale and “Gross Value” as hereinafter defined
in this Section 3(e) shall apply to such disposal without sale. 

          (i)
In the event of disposal without sale of any Uranium-bearing Products, “Gross
Value” shall mean the “Market Value of U308” (as
hereinafter defined in this Section) multiplied by the amount stated in Pounds
of uranium oxide (U308) contained in the uranium-bearing
ores, leachates, pregnant liquors, or pregnant slurries at the mine site before
processing of such ores, leachates, pregnant liquors, or pregnant slurries into
the particular Uranium-bearing Products so 

Schedule H – Page 3 




disposed of without sale. “Market Value of
U308” shall mean the weighted average price per pound of
U308 received by Miner for sales of yellowcake in the
six-month period immediately preceding the calendar month of such disposal
without sale. In the event Miner does not sell yellowcake in said six-month
period, “Market Value of U308” shall mean the average
“UxU308 Price” as quoted in U.S dollars in the Ux
Weekly for the calendar month immediately preceding the month of such
disposal without sale. In the event that such price or quotation, or its
substantial equivalent, is not published therein or such publication ceases or
is suspended, then “Market Value of U308” shall mean the
price or quotation for yellowcake for immediate delivery as reported in such
other publication or source as is generally recognized in the mining industry as
reflecting the price or quotation at which yellowcake is being offered for sale
and purchase or, in the absence of such a publication. “Market Value of
U308” shall be the mean of the domestic prices or
quotations at which yellowcake is or was being offered for sale and purchase for
immediate and forward delivery from the uranium mill or processing facility
nearest the Mining Properties or, in the event such prices or quotations are
unavailable from said uranium mill or processing facility, the “Market Value Of
U308” shall be determined by such other means as may
establish such prices or quotations at the mean of the domestic prices or
quotations at which yellowcake is being offered for sale and purchase for
immediate and forward delivery. 

          (ii)
In the event of disposal without sale of By-Products or Other Mineral Products,
“Gross Value” shall mean the “Market Value” (as hereinafter defined in this
Section 3(e)(ii)) of such product multiplied by the amount stated in Pounds of
compounds of such By-Products or Other Mineral Products contained in ores,
leachates, pregnant liquors, or pregnant slurries at the mine site, before
processing of such ores, leachates, pregnant liquors, or slurries into the
particular By-Products or Other Mineral Products so disposed of without sale.
“Market Value” for such ores, leachates, pregnant liquors, or slurries shall
mean the average weighted price per pound received by Miner from the sale of
concentrates of equivalent types and mineral content in the six-month period
immediately preceding the calendar month of such disposal without sale. In the
event Miner has no such sales in said six-month period, “Market Value” shall
mean the domestic price or quotation per pound for concentrates of equivalent
type and mineral content for immediate delivery for the month of such disposal
without sale as reported in “Platts Metals Week,” published by McGraw-Hill or,
in the event that such price or quotation (or its substantial equivalent) is not
published therein or such publication ceases or is suspended, “Market Value”
shall be the mean of domestic prices or quotations for concentrates of an
equivalent type and mineral content for immediate and forward delivery for the
month of such disposal without sale as may be reported in such other publication
or source as is generally recognized in the mining industry as reflecting the
prices or quotations at which such equivalent ores or concentrates are currently
being offered for sale and purchase for immediate and forward delivery or, in
the absence of such a publication, the “Market Value” shall be determined by
such other means as may establish such prices or quotations at the mean of the
domestic prices or quotations at which concentrates of equivalent types are
being offered for sale and purchase for immediate and forward delivery. 

          4.      Manner
of Payment 

                    a.      Royalty
Payments. Royalties shall accrue at the time of sale or disposal without
sale and in the amount as provided in Section 3 above. Royalty payments shall
become due and payable quarterly on the fifteenth day of each month following
the last day of the 

Schedule H – Page 4 




calendar quarter in which the same accrue. Royalty payments
shall be by Miner's check, ACH or wire transfer, and shall be accompanied by a
settlement sheet showing the quantities and grades of Minerals mined or
extracted from the Mining Properties, saved and removed for sale or processing,
proceeds of sale, costs, and other pertinent information in sufficient detail to
explain the calculation of the royalty payment. 

                    b.      Depository
Bank. Upon written request of Miner, ANF shall designate a bank to act as
ANF's agent to receive from Miner all payments payable under the terms hereof,
and all such payments may be made by paying or tendering the same to ANF, or to
said bank for ANF's credit, which bank shall continue as the depository for all
royalty payments hereunder regardless of changes of ownership of the Mining
Properties, or rights to receive payments hereunder, subject only to the
subsequent provisions in this Section 4.b. All charges of such depository bank
shall be for ANF's account. A single payment or tender to said depository bank
shall be made by mailing or by delivering a check, ACH or wire transfer, to it,
and such a payment shall effectively and for all purposes whatsoever constitute
full payment of the amount thereof to ANF to the same extent as if made
directly. In the event ANF fails to name said bank upon the request of Miner, or
in the event such bank (or any successor bank) should fail, liquidate or be
succeeded by another bank, or for any reason fail or refuse to accept royalties,
or should the owners of all rights to payments hereunder desire to designate
another depository bank, then Miner shall not be held in default for failure to
make payment or tender of payments until thirty (30) days after said persons
shall deliver to Miner a proper, recordable instrument naming a bank as agent to
receive such payments or tenders. 

                    c.      Objections
to Payments. All royalty payments shall be considered final and in full
satisfaction of all obligations of Miner with respect thereto unless ANF gives
Miner written notice describing and setting forth a specific objection to the
calculation thereof within sixty (60) days after receipt by ANF of the quarterly
statement herein provided for. If ANF objects to a particular quarterly
statement as herein provided, ANF shall, for a period of thirty (30) days after
ANF's receipt of notice of such objection, have the right to have Miner's
accounts and records relating to calculation of the quarterly statement in
question audited by a certified public accountant acceptable to ANF and to
Miner. Miner shall account for any deficits or excess in the payment made to ANF
pursuant to the quarterly statement in question which may be confirmed by such
an audit by adjusting the next quarterly statement following completion of such
audit to account for such deficits or excess. If the variation between the
amount of a particular royalty payment made to ANF hereunder as calculated by
the audit provided for herein exceeds Five Percent (5%), Miner shall pay all
costs of such audit. If such variation is Five Percent (5%) or less, ANF shall
pay all costs of such audit. For the purpose of determining the amount of
royalties payable hereunder all figures, accounts, and records used in
connection with the calculation of royalties shall be determined in accordance
with generally accepted accounting principles and from accounts maintained by
Miner in connection with its operations upon the Mining Properties. 

          5.      General


                    a.      Commingling
of Ores. Miner shall have the right of mixing or commingling, either
underground, at the surface, or at processing plants or other treatment
facilities, any ores, mine waters, leachates, pregnant liquors, pregnant
slurries, or other products 

Schedule H – Page 5 




or compounds containing Minerals mined or extracted from the
Mining Properties with any similar substances derived from other lands or
properties; provided that Miner shall first weigh, sample and determine the wet
weight, moisture content, dry weight, pay metal content, amenability and mill
recovery rates for any such ores, products, or compounds containing Minerals
mined or extracted from the Mining Properties before the same are so mixed or
commingled. 

                    b.      Sampling,
Assay, and Analysis. Any determination of weight, volume, moisture content,
amenability, or pay metal content, and any sampling and analysis shall be made
in accordance with sound mining and metallurgical practices and standard
sampling and analysis procedures prevailing in the uranium mining and milling
industry. ANF shall have the right to have a representative present at the time
samples are taken. If Miner mills or otherwise processes ore, leachates,
pregnant liquors, or pregnant slurries or other compounds or products mined or
extracted from the Mining Properties, ANF shall be furnished at ANF's request, a
portion of all samples taken for analysis. Split samples shall by retained by
Miner for later analysis by an independent referee selected by mutual agreement
of the parties, and; in the event of a dispute concerning Miner's assay of
samples, Royalty payments shall be based on the assay results determined by the
independent referee. All statements or reports wherein Miner's assay of samples
are set forth shall be conclusively presumed to be true and correct, unless,
within sixty (60) days after such statements or reports are delivered to
ANF, ANF makes written objection thereto and demands an assay by the independent
referee; and unless such objection and demand is made within such sixty-day
period, Miner shall have no duty to preserve the split samples after the end of
such sixty-day period. The cost of the independent referee shall be paid by the
party whose assay shows the greatest variance from that of the independent
referee. 

                    c.      Waste
Rock, Spoil and Tailings. The ore, mine waters, leachates, pregnant liquors,
pregnant slurries, or other products or compounds of Minerals mined or extracted
from the Mining Properties shall be the property of Miner subject to the Royalty
as provided herein. Miner shall not be liable for mineral values lost in mining
or processing pursuant to sound mining and metallurgical engineering practices.
The Royalty shall be payable on only Minerals recovered prior to the time waste
rock, spoil, tailings, or other mine waste and residue are first disposed of as
such, and such waste rock, spoil, tailings, or other mine wastes and residue
shall be the sole property of the Miner. Miner shall have the sole right to
dump, deposit, sell, dispose of, or reprocess such waste rock, spoil, tailings,
or other mine wastes and residues, and ANF shall have no claim or interest
therein or to proceeds or mineral values recovered therefrom. 

                    d.      Pooling
or Unitization. For the purpose of conducting in situ solution mining on the
Mining Properties, Miner shall have the right to pool and combine acreage from
the Mining Properties with other property at any time and from time to time as a
recurring right, either before or after production, for exploratory,
developmental or operating purposes. Miner shall promptly notify ANF of such
action. In the event Miner shall elect to produce Minerals from such pooled
acreage, Miner shall have the location of any such production drilling pattern
accurately surveyed in the form of a rectangle containing all injection and
production wells to determine the position of the drilling pattern with respect
to the boundary line of the Mining Properties, and shall furnish ANF a copy of
such survey; provided that Miner shall have the sole discretion to determine the
location, size and shape of any such drilling pattern. For the purpose of
determining and allocating royalty hereunder, production of Minerals from the
well or wells 

Schedule H – Page 6 




involved in such drilling pattern shall be allocated pro rata
on the basis of surface acreage within the drilling pattern of the Mining
Properties and the other lands pooled therewith, determined in accordance with
the survey required hereunder. It shall be conclusively presumed that the
Minerals which are produced from any such pooled acreage are homogeneous and are
produced uniformly within the boundaries of such drilling pattern, both as to
quantity and quality. 

                    e.      Ownership.
No change or division in the ownership of the Royalty or payment of proceeds
attributable to the Royalty shall enlarge the obligations or diminish the rights
of Miner. No change or division in ownership shall be binding on Miner until
thirty (30) days after ANF has given Miner a certified copy of the recorded
instrument evidencing the change or division. 

IN WITNESS WHEREOF, Owner has executed and delivered this
Royalty Deed the day and year first written above. 

Name: _________________________________________________

  Address: _______________________________________________



By:
____________________________________________________

  Name: _________________________________________________

  Authority:
______________________________________________

STATE OF  ________________________________)

                                                                                               
)SS 
COUNTY OF _______________________________) 

          This
__ day of , 2007, there personally came before me , who, being by me
______________________________duly sworn, acknowledged that he/she signed the
foregoing deed. 

 

____________________________________________________
NOTARY
PUBLIC 

Schedule H – Page 7 




Schedule A to Royalty Deed 

Mining Properties

 

 

 

 

 

 

Schedule H – Page 8 




Schedule I 
to 
Master Agreement concerning
Lease and Option 

for Purchase and Sale of Mining Properties 

Distribution of Standstill Payments and Pre-closing
Advances 


Standstill Payment: US$125,000 paid by YCKM to ANF on October
3, 2007 (not creditable against amounts due in respect of the Lease and the
Option). 

Distribution: 


	Beck Mining 	US$20,000 
	Beckworth 	20,000 
	Eagle Venture 	20,000 
	Beck 	20,000 
	Bedrock 	20,000 
	ANF 	25,000 
	Total: 	US$125,000 



Pre-Closing Advance: US$250,000 paid by YCKM on November 15,
2007 as follows: 

	$60,000.00 		
      to Bedrock, as consideration for an extension of
      Bedrock’s agreement not to market its portion of the Mining Properties for
      an additional 90 day period (which payment Bedrock has agreed shall be
      credited against the payment otherwise due to Bedrock upon the Lease
      Closing). 

	  	 	
       

	$180,000.00 		
      to Consolidated Abaddon Resources, Inc. (“Consolidated”)
      on behalf of ANF and certain of the Claimholders, as a refund of $180,000
      of Consolidated’s $200,000 in advances to ANF and certain of the
      Claimholders for a Standstill Agreement, now expired without further
      action taken, resulting in a $180,000 refund to Consolidated. The credits
      of this $180,000 are as follows: 




	$100,000.00 		
      as an advance on payments otherwise due at closing to ANF
      upon the Lease Closing, paid in satisfaction of amounts owed to
      Consolidated by ANF 

	  	 	
       

	$20,000.00 		
      as an advance on payments otherwise due at closing to
      Beckworth upon the Lease 



Schedule I – Page 1 





			
      Closing, paid in satisfaction of amounts owed to
      Consolidated by Beckworth 

	  	 	
       

	$20,000.00 		
      as an advance on payments otherwise due at closing to
      Beck Mining upon the Lease Closing, paid in satisfaction of amounts owed
      to Consolidated by Beck Mining 

	  	 	
       

	$20,000.00 		
      as an advance on payments otherwise due at closing to
      Eagle Venture upon the Lease Closing, paid in satisfaction of amounts owed
      to Consolidated by Eagle Venture 

	  	 	
       

	$20,000.00 		
      as an advance on payments otherwise due at closing to
      Beck upon the Lease Closing, paid in satisfaction of amounts owed to
      Consolidated by Beck 




	$10,000.00 		
      to the account of ANF as an advance on payments otherwise
      due to ANF upon the Lease Closing. 



Schedule I – Page 2 




Exhibit 1 
to 
Master Agreement concerning Lease
and Option 

for Purchase and Sale of Mining Properties 

Escrow Instructions 

          These
Escrow Instructions (“Instructions”) are made effective as of December
28, 2007, among Beck Mining Enterprises LLC, Eagle Venture Group LLC, Bedrock
Development Corp., Beckworth Corporation, Bruce L. Beck, Energy Venture LLC and
Uravan Land and Cattle Company LLC (the “Claimholders”), American Nuclear
Fuels (Colorado) LLC (“ANF”), Yellowcake Mining, Inc. (“YCKM”) and
Stephen W. Cook, with offices at 230 South 500 East Street, Salt Lake City Utah
84102 (the “Escrow Agent”), and correspond to the Lease and Option
Agreements for Purchase and Sale of Mining Properties dated December 28, 2007
between each of the Claimholders and YCKM (each, a “Lease and Option
Agreement”) and the Master Agreement concerning the Lease and Option for
Purchase and Sale of Mining Properties dated December 28, 2007 between ANF and
YCKM (together with the Lease and Option Agreements, the “Agreements”),
copies of which are attached hereto as Attachment 2. Terms not otherwise
defined in these instructions shall have the meaning given to them in the
Agreements. The “General Provisions” attached hereto as Attachment
1 are incorporated herein by reference. 

          The
Escrow Agent acknowledges the receipt of the Mining Deeds executed by each of
the Claimholders dated December 28, 2007 (“Transfer Documents”), and
agrees to hold and disburse the Transfer Documents as provided by these
Instructions and the Agreement (“Escrow”). The Escrow Agent shall
promptly give notice to YCKM, ANF and the Claimholders of the release of the
Transfer Documents to YCKM as provided by these Instructions and the
Agreement.

          The
Escrow Agent shall not release the Transfer Documents to any person except as
follows: 

          (i)
The Escrow Agent shall release the Transfer Documents to YCKM not less than ten
(10) days following receipt by the Escrow Agent of a notice from YCKM that YCKM
has fulfilled all obligations required to be fulfilled in order to exercise the
Option, provided that, the Escrow Agent has not received written notice
from any Claimholder or ANF disputing the validity of YCKM’s exercise of the
Option within such ten (10) day period; or 

          (ii)
The Escrow Agent shall release Transfer Documents to any Claimholder that
executed such Transfer Documents as instructed in any notice executed by such
Claimholder and YCKM; or

          (iii)
The Escrow Agent shall release the Transfer Documents in accordance with the
order of a court exercising jurisdiction over the parties or the Transfer
Documents; or

          (iv)
The Escrow Agent shall release the Transfer Documents to the Claimholders that
executed such Transfer Documents promptly following termination of the Lease
without exercise of the Option on December 14, 2013. 

Exhibit 1 – Page 1 




          The
Escrow Agent is further authorized to rely upon and comply with such statements,
notices, or orders without further notice to or consent by any third party, and
the Escrow Agent shall not be obligated to inquire into the authenticity of, or
authority for, signatures to any such statements, notices, or orders. If the
Escrow Agent receives notice of any dispute among the parties regarding
disposition of the Transfer Documents, the Escrow Agent is hereby authorized,
but not required, to commence a suit in the nature of an interpleader in any
court of competent jurisdiction and to submit the Transfer Documents into the
custody of such court. Thereafter, the Escrow Agent shall have no further
obligations or liabilities under these instructions or the Agreement or
otherwise in connection with the Transfer Documents. 

          These
Instructions shall survive the expiration or termination of the Agreement. 

          As
consideration for performance by the Escrow Agent of its obligations under these
instructions and the Agreement, the Escrow Agent shall be entitled to receive an
escrow fee in the amount of $_______________ (the “Escrow Fee”) from
YCKM. YCKM shall pay the Escrow Agent the Escrow Fee promptly upon the release
of the Transfer Documents to any of the parties by the Escrow Agent or upon
submission through interpleader of the Transfer Documents to any court of
competent jurisdiction. 

          YCKM
and Claimholders, jointly and severally, shall hold harmless and indemnify the
Escrow Agent from and against all claims, costs, expenses, damages, and losses
in connection with the performance by the Escrow Agent of its obligations under
this Agreement, except any such claims, costs, expenses, damages, and losses
caused by the gross negligence or willful default of the Escrow Agent.

          These
Instructions are entered into among the Claimholders, YCKM, ANF and Escrow Agent
as of the date first written above. 

CLAIMHOLDERS

Beck Mining Enterprises LLC 

By: _____________________________________
Name:

Title:

Eagle Venture Group LLC 

By: _____________________________________
Name:

Title:

Bedrock Development Corp. 

By: _____________________________________
Name: Bruce L.
Beck 
Title: President 

Exhibit 1 – Page 2 




By: _____________________________________
Name: Ron E. Beck

Title: Secretary 

Beckworth Corporation 

By: _____________________________________
Name: 
Title:



________________________________________
Bruce L.
Beck

Energy Venture LLC 

By: _____________________________________
Name: 
Title:


Uravan Land and Cattle Company LLC 

By: _____________________________________
Name: 
Title:


ANF

American Nuclear Fuels (Colorado) LLC 

By: _____________________________________
Name: 
Title:


YCKM

Yellowcake Mining, Inc.

By: _____________________________________
Name: 
Title:


Exhibit 1 – Page 3 




ESCROW AGENT 

 

________________________
Stephen W. Cook 

Exhibit 1 – Page 4 




Attachment 1 
to 
Escrow Instructions 

General Provisions

	1. 	
      The Instructions may be supplemented, altered, amended,
      modified or revoked by writing only, signed by all of the parties hereto,
      and approved by the Escrow Agent, upon payment of all fees, costs and
      expenses incident thereto.

	2. 	
      No assignment, transfer, conveyance or hypothecation of
      any right, title or interest in and to the subject matter of this Escrow
      shall be binding upon the Escrow Agent unless written notice thereof shall
      be served upon the Escrow Agent and all fees, costs and expenses incident
      thereto shall have been paid and then only upon the Escrow Agent’s assent
      thereto in writing.

	3. 	
      Any notice required or desired to be given by the Escrow
      Agent to any party to this Escrow may be given by mailing the same
      addressed to such party at the address given in the Escrow Instructions or
      the most recent address of such party shown on the records of the Escrow
      Agent, and notice shall for all purposes hereof be as effectual as though
      served upon such party in person at the time of depositing such notice in
      the mail.

	4. 	
      The Escrow Agent may receive any payment called for
      hereunder after the due date thereof unless subsequent to the due date of
      such payment and prior to the receipt thereof the Escrow Agent shall have
      been instructed in writing to refuse such payment.

	5. 	
      The Escrow Agent shall not be personally liable for any
      act it may do or omit to do hereunder as such agent, while acting in good
      faith and in the exercise of its own best judgment, except in the case of
      gross negligence or willful misconduct, and any act done or omitted by it
      pursuant to the advice of its own attorneys shall be conclusive evidence
      of such good faith.

	6. 	
      The Escrow Agent is hereby expressly authorized to
      disregard any and all notices or warnings given by any of the parties
      hereto, or by any other person, firm or corporation, excepting only orders
      or process of court, and is hereby expressly authorized to comply with and
      obey any and all process orders, judgments or decrees of any court, and in
      case the Escrow Agent obeys or complies with any such process, order,
      judgment or decree of any court it shall not be liable to any of the
      parties hereto or to any other person, firm or corporation by reason of
      such compliance, notwithstanding any such process, order, judgment or
      decree be subsequently reversed, modified, annulled, set aside or vacated,
      or found to have been issued or entered without jurisdiction.

	7. 	
      In consideration of the acceptance of this Escrow by the
      Escrow Agent, the undersigned agree, jointly and severally, for
      themselves, their heirs, legal representatives, successors and assigns, to
      pay the Escrow Agent its charges hereunder and to indemnify and hold it
      harmless as to any liability by it incurred to any other person, firm or
      corporation by reason of its having accepted the same or its carrying out
      any of the terms thereof, and to reimburse it for all its expenses,
      including, among other things, counsel fees and court costs incurred in
      connection herewith.

	8. 	
      The Escrow Agent shall be under no duty or obligation to
      ascertain the identity, authority or rights of the parties executing or
      delivering or purporting to execute or deliver these instructions or any
      documents or papers or payments deposited or called for hereunder, and
      assumes no responsibility or liability for the validity or sufficiency of
      these instructions or any documents or papers or payments deposited or
      called for hereunder.

	9. 	
      The Escrow Agent shall not be liable for the outlawing of
      any rights under any statute of limitations or by reason of laches in
      respect to the Instructions or any documents or papers
deposited.

	10. 	
      In the event of any dispute between the parties hereto as
      to the facts of default, the validity or meaning of these Instructions or
      any other fact or matter relating to the transaction between the parties,
      the Escrow Agent is instructed as follows:



(a) That it shall be under no
obligation to act except under process or order of court, or until it has been
adequately indemnified to its full satisfaction, and shall sustain no liability
for its failure to act pending such process or court order or indemnification.

(b) That it may in its sole and absolute discretion, deposit the documents
described herein or so much thereof as remains in its hands with the then Clerk,
or acting Clerk, of the District Court, State of Colorado in whose jurisdiction
the subject property lies, and interplead the parties hereto, and upon so
depositing such property and filing its complaint in interpleader it shall be
relieved of all liability under the terms hereof as to the documents so
deposited, and furthermore, the parties hereto for themselves, their heirs,
legal representatives, successors and assigns do hereby submit themselves to the
jurisdiction of said court and do hereby appoint the then Clerk, or acting
Clerk, of said court as their Agent for the service of all process in connection
with such proceedings, The institution of any such interpleader action shall not
impair the rights of the Escrow Agent under paragraph number 7 above. 

Exhibit 1 – Page 5 




 

 

 

 

 

 

Exhibit 1 – Page 6 




Attachment 2 
to 
Escrow Instructions 

Copies of Agreements 

 

 

 

 

Exhibit 1 – Page 7 




Exhibit 2 
to 
Master Agreement concerning Lease
and Option 

for Purchase and Sale of Mining Properties 

Mining Deed 

  

                THIS
MINING DEED is from

_________________________________________________________“Grantor”),
to Yellowcake Mining, Inc., a Nevada corporation, whose mailing address
is Suite 300 – Guinness Tower, 1055 West Hastings Street, Vancouver, BC, Canada
V6E 2E9 (“Grantee”). 

          FOR
AND IN CONSIDERATION of Ten Dollars ($10.00), and other good and valuable
consideration, the receipt and adequacy of which are acknowledged by Grantor,
Grantor hereby sells and conveys to Grantee all right, title, interest,
agreement, demand and claim whatsoever of Grantor, either in law or equity,
whether contingent or vested, in, to and under the Federal unpatented mining
claims located in Montrose county, Colorado, and more particularly described on
Exhibit A attached hereto (“Mining Properties”) and the lands
covered by the Mining Properties (“Lands”), including, without
limitation, all beneficial or contingent interests in, to or arising from the
Mining Properties or the Lands; 

          TO
HAVE AND TO HOLD unto Grantee, its successors and assigns forever; 

          RESERVING
TO GRANTOR, a royalty in all minerals mined and removed from the Mining
Properties in the amount and to be calculated as more fully described in
Exhibit B attached hereto. 

          EXECUTED
and delivered this 28th day of December, 2007. 

          UNDERSIGNED
PARTIES: 

Name: _________________________________________________

  Address: _______________________________________________



By: ___________________________________________________

  Name: _________________________________________________

  Authority:
______________________________________________

Exhibit 2 – Page 1 




STATE OF_____________________________ )

                                                                                       
)SS 
COUNTY OF ___________________________) 

          This
__ day of , 2007, there personally came before me , who, being by me duly sworn,
acknowledged that he/she signed the foregoing deed. 

_________________________________________________________
NOTARY
PUBLIC 

 

STATE OF_____________________________ )

                                                                                       
)SS 
COUNTY OF ___________________________)  

          This
__ day of , 2007, there personally came before me , who, being by me duly sworn,
acknowledged that he/she signed the foregoing deed. 

_________________________________________________________
NOTARY
PUBLIC 

Exhibit 2 – Page 2 




Exhibit A 
to 
Mining Deed 

Mining Properties 

 

 

 

Exhibit 2 – Page 3 




Exhibit B 
to 
Mining Deed

Royalty 

 

 

 

 

Exhibit 2 – Page 4