Filed by sedaredgar.com - American Uranium Corp. - Exhibit 10.32






THIS AGREEMENT is made effective as of January 1, 2009 (the
“Effective Date”).

BETWEEN:

AMERICAN URANIUM CORPORATION, a
Nevada corporation whose offices are located at 600-17th Street,
Suite 2800, Denver CO 80202 (hereinafter referred to as the “Company”)
OF THE FIRST PART

AND:

RICH ASSOCIATES, INC., a company
duly incorporated pursuant to the laws of the State of Massachusetts and having
an office at 5 Locust Road, Orleans, MA 02653 (hereinafter referred to as
“RAI”) OF THE SECOND PART

WHEREAS:

	 	A. 	
      Mr. Robert Rich was instrumental in the formation of the
      Company and acting as the Company’s controlling stockholder, secured the
      Joint Venture Agreement between the Company and Strathmore Minerals
      Corporation;

	 	 	 
	 	B. 	
      Mr. Robert Rich’s involvement in the Company’s Joint
      Venture with Strathmore was a key element in securing the original
      financing;

	 	 	 
	 	C. 	
      Mr. Robert Rich, by his training and experience, is a
      qualified technical professional capable of providing consulting services
      that can assist the Company’s further projects and fulfill its strategic
      plan;

	 	 	 
	 	D. 	
      The Company is engaged in, inter alia, the business of
      acquiring, exploring and developing mineral properties in the United
      States of America;

	 	 	 
	 	E. 	
      The Company desires to retain RAI, Mr. Robert Rich’s
      employer, to provide certain services to the Company on the terms and
      conditions contained in this Agreement;



NOW THEREFORE IN CONSIDERATION of the mutual promises
contained in this Agreement, the Parties agree as follows:

	1. 	SERVICES 
	  	  
	
      (a) 
	
      RAI will provide consulting services to the Company which
      services are described in Schedule “A” to this Agreement (the “Services”).
      







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	(b) 	
      RAI agrees that it will perform the Services described in
      Schedule “A” and designates that Mr. Robert Rich will hereinafter be
      referred to as the “Senior Consultant”. RAI agrees to dedicate sufficient
      time and resources to effectively deliver the Services and other services
      as required by the Company from time to time. In the event that Mr. Robert
      Rich is unable to attend to the Services, RAI, with the Company prior
      written approval, may substitute another Senior Consultant to perform
      certain tasks from time to time.

	 	 
	(c) 	
      Reporting. The Senior Consultant will report
      directly to the Board of Directors of the Company and will keep the
      Directors informed of all matters concerning the Services as requested by
      the Company from time to time.




	2. 	
      REMUNERATION AND
EXPENSES




	(a) 	
      Consulting Fee. As consideration for the services
      to be rendered by RAI hereunder, the Company agrees to pay RAI during the
      term of this Agreement a monthly consulting fee of $20,000 USD (the
      “Consulting Fee”). The Consulting Fee will be payable, in cash and/or
      shares of the Company at the sole discretion of RAI, on the first business
      day of each month during the “Term” of this Agreement.

	 	 
		
      The Consulting Fee may be adjusted following the 24 month
      anniversary of this Agreement from the Effective Date to reflect the
      average compensation paid to like consultants performing similar tasks
      under comparable circumstances. RAI shall thereafter, upon the Parties
      agreement to change the Consulting Fee, receive a monthly Consulting Fee
      equal to the greater of the “midpoint” of the top quartile for such
      service or $20,000 per month.

	 	 
	(b) 	
      Bonus. RAI will receive bonuses as determined by
      the Company’s Executive Compensation Committee from time to
time.

	 	 
		
      The Bonuses will be payable to RAI within 30 days
      following the Executive Compensation Committee’s approval of such
      bonuses.

	 	 
		
      The Bonuses may be paid in cash or in shares of the
      Company at RAI’s option.

	 	 
		
      A minimum bonus must be paid to RAI within 30 days
      following the Company’s achievement of the following milestones, as timely
      defined and approved by the Executive Compensation
  Committee:





	Milestone 	Occurrence 	Bonus Amount 
	1 	
      Company contributes US$12.5 million to Pine Tree-Reno
      Creek project and earns a 22.5% interest 
	US$120,000 
	2 	Company completes its obligations under the
      Joint Venture Agreement with Strathmore Minerals and earns 60% of the Pine
      Tree-Reno Creek project 	US$120,000 







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	Milestone 	Occurrence 	Bonus Amount 
	3 	
      Pine Tree-Reno Creek properties are put into profitable
      production by the Joint Venture or by a succeeding entity in which Company
      has an interest comparable to its interest in the Strathmore Joint Venture
      
	US$240,000 
	4 	
      Company’s U3 O8 NI 43:101 resource
      interests exceed a total of 20,000,000 lbs 
	US$60,000 
	5 	
      Company’s U3 O8 NI 43:101 resource
      interests exceed a total of 30,000,000 lbs 
	US$100,000





		
      No chronological order for Milestone attainment shall be
      implied or dictated by the above numerical listing. If attainment of any
      Milestone becomes impossible due to circumstances beyond the control of
      Company and RAI, the Parties shall meet within 60 days of such occurrence
      to mutually determine alternate Milestone(s) and Bonuses(s) that are
      substantively similar in value to the Company.

	 	 
	(c) 	
      Expenses. In accordance with policies formulated
      by the Company from time to time, RAI will be reimbursed for all expenses
      reasonable incurred by it in connection with providing Services. All
      payments or reimbursements will be made within 15 days of submission by
      RAI of vouchers, bills, or receipts for any and all expenses, provided,
      however, that any such expense in excess of $5,000 other than for routine
      business travel, be approved by the Company in writing prior to RAI
      incurring same.

	 	 
	(d) 	
      Stock Options. Subject to compliance with all
      applicable laws and the rules of any quotation system or stock exchange,
      then applicable, the Company will grant to RAI or its designates, 20% of
      the stock options available under the Company’s Stock Option Plan from
      time to time. If this Agreement is terminated then all the vested share
      option rights, if any, may be exercised for 180 days from
    termination.

	 	 
		
      The Options shall be subject in all respects to the terms
      of a Stock Option Agreement to be entered into between RAI and the Company
      (the “Stock Option Agreement”). In the event of a conflict between the
      terms of this Agreement and the terms of the Stock Option Agreement, the
      terms of the Stock Option Agreement shall govern. The Stock Option
      Agreement shall be in the form generally used by the Company for the grant
      of stock options. All of the Options will expire on the fourth anniversary
      of the date that they are granted or on such earlier date as may be
      provided in the Stock Option Agreement.

	 	 
		
      Unless and until the common shares represented by the
      Option (the “Shares”) are registered under the United Stated Securities
      Act of 1933, all certificates representing the Shares and any certificates
      subsequently issues in substitution therefore and any certificate for any
      securities issued pursuant to any stock split, share reclassification,
      stock dividend or other similar capital event shall bear legends in
      substantially the following form:







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THE SECURITIES REPRESENTED HEREBY HAVE
BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS
DEFINED HEREIN) PURSUANT TO REGULATIONS UNDER THE UNITED STATES SECURITIES ACT O
1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS UNDER THE 1933 ACT, PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FORM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED
STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATIONS UNDER THE 1933 ACT.

and

UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES IN
CANADA BEFORE THE LATER OF THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE
DISTRIBUTION DATE AND THE DATE THE COMPANY BECOMES A REPORTING ISSUER IN A
PROVINCE OF CANADA.

and/or such legend or legends as the
Company and its counsel deem necessary or appropriate. Appropriate stop transfer
instructions with respect to the Shares may be placed with the Company’s
transfer agent.




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	3. 	
      TERM AND TERMINATION




	a) 	
      The “Term” of this Agreement will commence on the
      Effective Date and shall conclude, subject only to shareholder approval,
      24 months after the Effective Date, unless earlier terminated in
      accordance with this Section 3. The Company undertakes to present this
      Services Agreement for shareholder approval as soon as
practical.

	 	 
	b) 	
      This Agreement may immediately be terminated by the
      Company for cause, by giving RAI and Senior Consultant at least five (5)
      days’ prior written notice. The Company shall pay to RAI any Remuneration
      and Expenses that are accrued through the Effective Date of termination.
      Termination for “Cause” shall include and be limited to: (A) gross
      negligence in the performance of the Services rendered pursuant to this
      Agreement that results in injury, monetary or otherwise to the business
      and operations of the Company; (B) Senior Consultant has been criminally
      charged by any police authority or other government entity with theft,
      fraud, or other illegal or dishonest conduct, or any crime against the
      person, including, but not limited to, assault or sexual assault; (C)
      Senior Consultant has engaged in acts of fraud or dishonesty against the
      Company; (D) Senior Consultant has engaged in acts that constitute sexual
      or other forms of illegal harassment, discrimination or retaliation; (E)
      RAI fails to provide the services as agreed to by the Parties; (F) RAI
      fails to follow and obey all lawful instructions made by the Board of
      Directors from time to time; (G) RAI’s designate cannot serve, due to
      disability or some incapacity, as the Company’s president and chief
      executive officer; (H) or Senior Consultant has made public remarks that
      disparage the Company or current or former members of its Board of
      Directors, officers, shareholders, advisors, affiliates or
    employees.

	 	 
	c) 	
      Notwithstanding 3(b), this Agreement may be terminated by
      either Party, without cause, at any time by giving at least 90 days
      advance notice in writing to the other Party. RAI may terminate the
      Agreement as a result of a Change of Control of the Company or for failure
      to remit the monthly Consulting fee, expenses or bonus to RAI or its
      designates within 45 days of their due date.

	 	 
	d) 	
      Beginning on the Effective Date, if this Agreement is
      terminated by the Company or if RAI terminates this Agreement for any
      reason, RAI will be immediately paid any Remuneration and Expenses not yet
      paid under the provisions of this Agreement. Interest on these amounts
      will be calculated at an annual rate of 24%.







- 6 -

		
      The Company’s obligation to pay RAI and RAI’s eligibility
      for such payment of any remaining Remuneration and Expenses following the
      termination of this Agreement is conditioned upon RAI’s and Senior
      Consultant’s continued (i) compliance with all obligations under this
      Agreement and (ii) RAI’s and Senior Consultant’s timely execution of a
      release of claims in favor of the Company in a form satisfactory to the
      Company within twenty-one (21) days following the date of termination of
      this Agreement or within such other period as may be prescribed by the
      Company, and RAI and Senior must not revoke the release of
  claims.

	 	 
	e) 	
      The Parties agree and understand that although the
      initial term of this Agreement is limited to two years it is the intention
      of the Parties to renew this Agreement annually.

	 	 
	f) 	
      Upon termination of this Agreement for any reason, RAI
      shall upon receipt of all sums due and owing promptly deliver the
      following in accordance with the directions of the
  Company:




	 	(i) 	
      a final accounting, reflecting the balance of expenses
      incurred on behalf of the Company as of the date of termination;

	 	 	 
	 	(ii) 	
      all documents pertaining to the Company or this
      Agreement, including but not limited to, all books of account,
      correspondence and contracts; and

	 	 	 
	 	(iii) 	
      all equipment and any other property belonging to the
      Company.




	4. 	
      REWARD FOR TENURE

	 	 
		
      RAI and the Senior Consultant agree to subject Mr. Robert
      Rich to an annual physical examination in order to secure a key man
      insurance policy on the Senior Consultant’s life. The premiums for this
      policy will be paid by the Company. 80% of the policy’s death benefits
      shall be payable to the Company and 20% of the death benefits shall be
      paid to the heirs of the Senior Consultant.







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	5. 	
      CONFIDENTIAL
INFORMATION




	(a) 	
      For the purposes of this Agreement, “Confidential
      Information” shall mean non-public information which the Company
      designates as being confidential or which, under the circumstances
      surrounding disclosure, ought reasonably to be treated as confidential.
      Confidential Information includes, without limitation, information,
      whether written, oral or communicated by any electronic means (including
      all tangible materials containing Confidential Information, including
      without limitation, written or printed documents and computer disks or
      tapes, whether machine or user readable), relating to any confidential or
      secret activities, prospects, technical data, analysis or interpretations,
      projects, plans, reports, customer names or lists, financial information
      and strategic plans, released and unreleased Company software or hardware
      products, marketing or promotion, the Company’s business policies,
      practices, and information received from others which the Company is
      obliged to treat as confidential. Confidential Information disclosed to
      RAI by any subsidiary and/or agents of the Company is covered by this
      Agreement.

	 	 
	(b) 	
      Confidential Information shall not include that
      information defined as Confidential Information herein which RAI can
      conclusively establish:




		(i) 	is or subsequently becomes publicly available
      without breach or any obligation of confidentiality by RAI; 
	 	  	  
	 	(ii) 	became known to RAI prior to disclosure by the
      Company to RAI; 
	 	  	  
		(iii) 	
      became known to RAI from a source other than the Company
      other than by the breach of any obligations of confidentiality owed to the
      Company; 

	 	  	
       

		(iv) 	
      or is independently developed by RAI prior to the
      effective date of this Agreement. 




	(c) 	
      RAI acknowledges that by virtue of this Agreement, it
      will have access to and acquire Confidential Information, which
      information is the exclusive property of the Company.

	 	 
	(d) 	
      RAI also acknowledges that the disclosure of Confidential
      Information, either to competitors or third parties, would be highly
      detrimental to the interests of the Company and could cause irreparable
      harm to the Company. Accordingly, RAI undertakes to keep confidential all
      Confidential Information, and not to disclose it to any third party or to
      use it for any purpose either during or after the termination of this
      Agreement, except as may be necessary in the proper discharge of the
      Services, or with prior written permission from the Company, or as
      required by law.







- 8 -

	(e) 	
      RAI also agrees that all rights, title, interest in and
      to the Confidential Information, whether or not developed by RAI will be
      and remain the Company’s exclusive property, unless expressly transferred
      to RAI for good and valuable consideration.

	 	 
	(f) 	
      All notes, data, tapes, customer files and other
      materials in any way relating to any of the Confidential Information or
      the Company’s Business undertaken or managed by RAI or coming into RAI’s
      possession by or through its relationship with the Company, shall belong
      exclusively to the Company, and RAI agrees to turn over to the Company all
      copies, both hard and soft, of any such materials in its possession or
      under its control, forthwith, at the request of the Company, or in the
      absence of a request, at the termination of the Agreement.

	 	 
	(g) 	
      RAI shall notify the Company immediately upon discovery
      of any unauthorized use or disclosure of Confidential Information, and
      shall co- operate with the Company in every reasonable manner to aid the
      Company to regain possession of said Confidential Information and prevent
      all such further unauthorized use.

	 	 
	(h) 	
      The provisions of this Section 5 shall survive the
      termination of the Agreement.

	 	 
	(i) 	
      If RAI or Senior Consultant violate, or threaten to
      violate, any of the provisions of this Section 5 of this Agreement, the
      Company shall be entitled to seek temporary or permanent injunctive or
      equitable relief, without posting any bond or other security, in addition
      to all other rights and remedies it may have. RAI and Senior Consultant
      agree and acknowledge that if they violate, or threaten to violate, any of
      the provisions of this Section 5 of this Agreement, the Company will
      suffer irreparable harm for which money alone cannot fully compensate. By
      entering into this Agreement, the Parties agree that the Company is not
      electing any remedy or waiving any right under this Agreement, any other
      agreement or the law, including the right to seek damages from RAI and
      Senior Consultant. If the Company prevails in any legal action to enforce
      the covenants contained in this Section 5, or to enjoin RAI and/or Senior
      Consultant from violating this Section 5, the Company shall be entitled to
      recover, as part of its damages, its reasonable legal costs and expenses
      for bringing and maintaining any such action.







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	6. 	
      DISCLOSURE AND OWNERSHIP OF INVENTIONS AND
      DEVELOPMENTS




	(a) 	
      RAI and Senior Consultant understand that, as part of the
      Services provided herein, RAI and Senior Consultant may be asked to
      create, or contribute to the creation of reports, documents, concepts,
      products, and processes together with any marketing programs, business or
      sales contracts, or any business opportunities prepared, produced,
      developed, or acquired by the Company and other proprietary works. RAI and
      Senior Consultant agree that any and all such reports, documents,
      concepts, products, and processes together with any marketing programs,
      business or sales contracts, or any business opportunities prepared,
      produced, developed, or acquired by the Company and other proprietary
      works that RAI and Senior Consultant are asked to prepare as part of the
      Services provided herein, shall be "works made for hire" and that the
      Company shall own all the rights in such works.

	 	 
	(b) 	
      RAI and Senior Consultant agree to promptly inform the
      Company of the full details of all of the inventions, discoveries,
      improvements, innovations and ideas, whether or not patentable,
      copyrightable or otherwise protectable, that RAI and/or Senior Consultant
      conceives, completes or reduces to practice (whether jointly or with
      others) and which: (a) relate to the Company’s present or prospective
      business, or actual or demonstrably anticipated research and development;
      or (b) result from any work RAI and Senior Consultant perform during the
      term of this Agreement; or (c) result from or are suggested by any work
      that RAI and Senior Consultant may do for the Company.

	 	 
	(c) 	
      RAI and Senior Consultant do hereby assign to the
      Company, RAI’s and Senior Consultant’s entire right, title and interest,
      including any copyrights, patent rights, mask work rights, and trade
      secrets rights, in any invention, creation, improvement, work or idea
      (collectively “Invention”), patentable or not, made or conceived wholly or
      in part by RAI and Senior Consultant during the course of RAI’s and Senior
      Consultant’s service for the Company pursuant to this Agreement. RAI and
      Senior Consultant will promptly disclose any Invention to the Company. On
      request, RAI and Senior Consultant will promptly execute specific
      assignments of title and rights to the Company and do anything else
      reasonably necessary to enable the Company to secure, maintain or defend
      any right in any Invention, anywhere in the
world.







- 10 -

	(d) 	
      In addition to the foregoing assignments of all right,
      title and interest to any Invention, RAI and Senior Consultant hereby
      irrevocably transfer and assign to the Company: (i) all worldwide patents,
      patent applications, copyrights, copyright applications, mask works, trade
      secrets and other intellectual property rights in any Inventions; and (ii)
      any and all “Moral Rights” (as defined below) that RAI and Senior
      Consultant may have in or with respect to any Inventions. RAI and Senior
      Consultant also hereby forever waive and agree never to assert any and all
      Moral Rights RAI and Senior Consultant may have in or with respect to any
      such Inventions, even after the termination of this Agreement.

	 	 
	(e) 	
      For purposes of this Agreement, “Moral Rights”
      means any right to claim authorship of any Inventions, or to withdraw from
      circulation or control the publication or distribution of any Inventions,
      or any similar right, existing under judicial or statutory law of any
      country in the world, or under any treaty, regardless of whether or not
      such right is denominated or generally referred to as a moral
  right.

	 	 
	(f) 	
      Unless covered by an appropriate agreement between any
      third party and the Company, RAI and Senior Consultant shall not engage in
      any activities or use any facilities during the course of the Services
      provided pursuant to this Agreement with the Company that could result in
      claims of ownership to or rights in any Inventions being made by such
      third party.




	7. 	
      INDEPENDENT CONTRACTOR
  ARRANGEMENT




	(a) 	
      General. In performing the Services, Company and
      RAI acknowledge and agree that Senior Consultant shall be Company’s
      independent contractor rather than its employee. The parties understand
      and agree that: (i) Senior Consultant is not required to perform work
      exclusively for Company and that Senior Consultant is free to contract to
      provide services to other companies during the term of this Agreement,
      subject to Section 8; (ii) Company will not provide Senior Consultant any
      business registrations or licenses that may be required; (iii) The Company
      will not dictate the number of hours Senior Consultant is required to
      work; (iv) Company will not combine business operations with Senior
      Consultant; (v) Senior Consultant will not be directly paid for the
      Services provided herein, and will not be paid a salary or hourly rate;
      and (vi) Company will pay RAI only as provided
herein.







11

	(b) 	
      Taxes. No payroll or employment taxes of any kind
      shall be withheld or paid with respect to payments to RAI for the services
      of Senior Consultant. RAI and Senior Consultant are solely responsible to
      report as income all compensation received from Company hereunder, and for
      paying all payroll and employment taxes including, but not limited to,
      FICA, FUTA, federal personal income tax, state personal income tax, state
      disability insurance tax, state unemployment insurance tax, and state
      workers’ compensation insurance taxes.

	 	 
	(c) 	
      No Workers’ Compensation / Unemployment
      Compensation. Company shall not obtain any workers’ compensation or
      unemployment compensation insurance on account of Senior Consultant or
      RAI’s authorized employees, subcontractors or subcontractors’ employees,
      if any. Rather, RAI agrees to provide workers’ compensation and
      unemployment compensation insurance coverage for Senior Consultant and its
      authorized employees and shall ensure that all subcontractors approved by
      the Company and engaged by RAI provide workers’ compensation and
      unemployment compensation insurance coverage for their
employees.

	 	 
	(d) 	
      No Other Benefits. Company shall not provide to
      Senior Consultant (or to RAI’s authorized employees, subcontractors or
      subcontractors’ employees, if any) any benefits, including but not limited
      to holiday, vacation, paid time off, or sick pay; social security;
      workers’ compensation; unemployment compensation; Medicare; unemployment
      or disability insurance; health and welfare benefits; profit sharing;
      401(k) or any employee stock option or stock purchase plans. RAI AND
      SENIOR CONSULTANT HEREBY WAIVE AND RELEASE ANY AND ALL RIGHTS TO ANY OF
      THE FOREGOING BENEFITS EVEN IF SENIOR CONSULTANT IS LATER RECLASSIFIED BY
      ANY COURT OF COMPETENT JURISDICTION TO BE A COMMON LAW EMPLOYEE OF
      COMPANY.







- 12 -

	(e) 	
      Miscellaneous. Senior Consultant shall exercise
      independent judgment regarding the manner in which Senior Consultant
      performs the Services while exercising his best efforts to comply
      satisfactorily with the terms of this Agreement. Senior Consultant agrees
      to comply with all ordinances, laws, orders, rules, and regulations
      related and/or applicable to the Services. Senior Consultant shall have no
      right or authority to assume or create any obligation of any kind or to
      make any representation or warranty on behalf of Company, whether express
      or implied, or to bind Company in any respect. This Agreement does not
      create an association, joint venture, or partnership between the parties
      nor does it impose any partnership liability upon either party. RAI is
      solely responsible for any taxes, remittances or payments required on
      account of the Consulting Fee, and will reimburse and indemnify the
      Company for any taxes, charges, penalties, interest or other expenses
      arising from the failure of RAI to make the payments referred to in this
      Section.




	8. 	
      REPRESENTATIONS AND
WARRANTIES




	(a) 	
      During the term of this Agreement, RAI represents and
      warrants that it will ensure that:




	 	(i) 	
      the Services will be performed in a manner and with a
      level of skill consistent with similar services provided by third parties,
      and in accordance with the terms of this Agreement and in the best
      interests of the Company;

	 	 	 
	 	(ii) 	
      RAI and Senior Consultant will devote as much time,
      labour and attention to the business of the Company as is necessary for
      the proper performance of the Services hereunder; and

	 	 	 
	 	(iii) 	
      RAI and the Senior Consultant will refrain from acting in
      any manner contrary to the best interests of the Company or contrary to
      the duties of RAI as contemplated herein in;

	 	 	 
	 	(iv) 	
      RAI and the Senior Consultant will refrain from providing
      services to any business enterprise in competition with the
  Company;

	 	 	 
	 	(v) 	
      RAI and the Senior Consultant will refrain from taking
      personal advantage of any business opportunity in which the Company has,
      or might reasonably be expected to have, an interest;
and







- 13 -

	 	(vi) 	
      RAI and the Senior Consultant have the right to perform
      the Services required under this Agreement without violation of
      obligations to others and that all advice, information, and documents
      given by RAI to the Company under this Agreement may be used fully and
      freely by the Company, unless otherwise so designated orally or in writing
      by RAI at the time of communication of such information (e.g. information
      shared with RAI in a confidential manner or on a non-attribution basis).
      RAI further represents and warrants that it is not a party to or subject
      to any restrictive covenants, legal restrictions, or other agreements in
      favour of any entity or person which would in any way preclude, inhibit,
      impair or limit its ability to performs its obligation under this
      Agreement, including, but not limited to, non-competition agreements,
      non-solicitation agreements or confidentiality
  agreements.




	9. 	
      GENERAL




	(a) 	
      Entire Agreement. This Agreement and any other
      documents and instruments referred to in this Agreement contain the whole
      agreement between RAI and the Company with respect to the Services, and
      there are no representations, warranties, collateral terms or conditions,
      express or implied, other than as set forth in this Agreement. This
      Agreement supersedes any written or oral agreement or understanding
      between RAI and the Company. No change or modification of this Agreement
      will be valid unless it is in writing and initialled by both RAI and the
      Company.

	 	 
	(b) 	
      Indemnity. RAI agrees to indemnify the Company
      from all losses, claims, actions, damages, charges, taxes, penalties,
      assessments or demands (including reasonable legal fees and expenses)
      which may be made by any governmental agency or taxing authorities
      requiring the Company to pay an amount under the applicable statutes and
      regulations in relation to any Services provided to the Company pursuant
      to this Agreement. This paragraph will survive termination of this
      Agreement. RAI further agrees to indemnify the Company from all losses,
      claims, actions, damages, assessments or demands (including reasonable
      legal fees and expenses) which result from RAI’s or the Senior
      Consultant’s negligent acts or omissions.

	 	 
	(c) 	
      Notice. Any notice given or required to be given
      under this Agreement will be in writing and signed by or on behalf of the
      Party giving it. Such notice may be served personally and in either case
      may be sent by priority post, addressed in the case of the Company to its
      office, and in the case of RAI to the last known address. Any notice
      served personally will be deemed served immediately, and if mailed by
      priority post will be deemed served 48 hours after the time of
    posting.







- 14 -

	(d) 	
      No Assignment. RAI may not sell, assign or
      transfer any rights or interests created under this Agreement or delegate
      any of RAI’s duties without prior written consent of the
Company.

	 	 
	(e) 	
      No Subcontracting by RAI. RAI will not subcontract
      all or any portion of the Service, without prior written consent of the
      Company.

	 	 
	(f) 	
      Severability. If any provision of this Agreement
      is determined by a court or tribunal of competent jurisdiction to be void
      or unenforceable for any reason whatsoever, then such provision will be
      severed from this Agreement and will not affect the validity of the
      remainder of the Agreement.

	 	 
	(g) 	
      Non-Waiver. The failure of either Party to insist
      upon strict performance of any of the terms or conditions of this
      Agreement will not be deemed a waiver of any rights or remedies that
      either Party has and will not be deemed a waiver of any subsequent default
      in the terms and conditions of this Agreement.

	 	 
	(h) 	
      Governing Law. This Agreement will be governed by
      and construed in accordance with the laws of the State of Colorado,
      excluding its conflict of laws rules, and each Party submits to the
      jurisdiction of courts of competent jurisdiction in that state.

	 	 
	(i) 	
      Successors. This Agreement will be to the benefit
      of and be binding on the respective heirs, executors, administrators, and
      successors of each of the Parties.

	 	 
	(j) 	
      Headings. The headings utilized in this Agreement
      are for convenience only and are not to be construed in any way as
      additions or limitations to this Agreement.

	 	 
	(k) 	
      Legal Advice. RAI acknowledges that it has read
      and understood the Agreement, and acknowledges that it has had the
      opportunity to obtain independent legal advice with regard to its
      content.







- 15 -

INTENDING TO BE LEGALLY BOUND, the Parties have signed this
Agreement as of the day and year first written above.

IN WITNESS WHEREOF, the Parties have duly executed this
Agreement as of the day and year first above written.

	AMERICAN URANIUM CORPORATION 	RICH ASSOCIATES, INC. 
	 	  
	 	  
	Per: /s/ Donald K. Cooper 	/s/ Robert A. Rich 
	
          Authorized Signatory 
	Robert Rich 
	
       
	  
	
       
	  
	
      Per: /s/ Joseph DiStefano 
	  
	
          Authorized Signatory