SPLIT-OFF
      AGREEMENT

    


    This
      SPLIT-OFF AGREEMENT,
      dated
      as of this 11th day
      of July, 2007 (this “Agreement”), is entered into by and among Cromwell Uranium
      Corp., formerly known as Arbutus Resources, Inc., a Nevada corporation
      (“Seller”), Karen Law (“Law”), Lyle Smith (“Smith”) (Law and Smith sometimes
      hereinafter referred to individually as a “Buyer” and collectively as the
“Buyers”), Arbutus Leaseco, Inc., a Nevada corporation (“Leaseco”), and Cromwell
      Uranium Holdings, Inc., an Arizona corporation (“Cromwell”).

     

    R
      E C I T A L S:

    


    WHEREAS, Seller
      is
      the owner of all of the issued and outstanding capital stock of Leaseco. Leaseco
      is a newly-formed, wholly-owned subsidiary of Seller which was organized to
      acquire, and has so acquired, the business assets and liabilities previously
      held by Seller. Seller has no other businesses or operations;

    


    WHEREAS,
      contemporaneously with the execution of this Agreement, Seller, Cromwell and
      a
      newly-formed wholly-owned Arizona subsidiary of Seller, Cromwell Acquisition
      Corp. (“Acquisition Corp.”), will enter into an Agreement and Plan of Merger and
      Reorganization (the “Merger Agreement”) pursuant to which Acquisition Corp. will
      merge with and into Cromwell with Cromwell remaining as the surviving entity
      (the “Merger”). The equity holders of Cromwell will receive securities of Seller
      in exchange for their equity interests in Cromwell;

    


    WHEREAS,
      the
      execution and delivery of this Agreement is required by Cromwell as a condition
      to its execution of the Merger Agreement. The consummation of the purchase
      and
      sale transaction contemplated by this Agreement is also a condition to the
      completion of the Merger pursuant to the Merger Agreement. Seller has
      represented to Cromwell in the Merger Agreement that the purchase and sale
      transaction contemplated by this Agreement will be consummated immediately
      following with the closing of the Merger, and Cromwell relied on such
      representation in entering into the Merger Agreement;

    


    WHEREAS,
      Buyers
      desire to purchase the Shares (as defined in Section
      1.1)
      from
      Seller, and to assume, as between Seller and Buyers, all responsibilities for
      any debts, obligations and liabilities of Leaseco, on the terms and subject
      to
      the conditions specified in this Agreement; and

    


    WHEREAS,
      Seller
      desires to sell and transfer the Shares to the Buyers, on the terms and subject
      to the conditions specified in this Agreement.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the covenants, promises and agreements herein
      set forth and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto, intending
      legally to be bound, agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    I.  PURCHASE
      AND SALE OF STOCK.

     

    1.1  Purchased
      Shares.
      Subject
      to the terms and conditions provided below, Seller shall sell and transfer
      to
      Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined
      in
Section
      1.3),
      all of
      the issued and outstanding shares of capital stock of Leaseco (the
“Shares”).

     

    1.2  Purchase
      Price.
      The
      purchase price for the Shares shall be the transfer and delivery by Buyers
      to
      Seller of 44,450,000 shares of common stock of Seller that Buyers own (the
      “Purchase Price Shares”), deliverable as provided in Section
      2.2.
      Each
      Buyer owns 22,225,000 shares of common stock of Seller.

     

    1.3  Closing.
      The
      closing of the transactions contemplated in this Agreement (the “Closing”) shall
      take place as soon as practicable following the execution of this Agreement;
      provided,
      however,
      that the
      Closing must occur immediately after the closing of the Merger. The date on
      which the Closing occurs shall be referred to herein as the Closing Date (the
      “Closing Date”).

     

    II.  CLOSING.

     

    2.1  Transfer
      of Shares.
      At the
      Closing, Seller shall deliver to Buyers certificates representing the Shares,
      duly endorsed to Buyers or as directed by Buyers, which delivery shall vest
      Buyers with good and marketable title to all of the issued and outstanding
      shares of capital stock of Leaseco, free and clear of all liens and
      encumbrances.

     

    2.2  Payment
      of Purchase Price.
      At the
      Closing, each Buyer shall deliver to Seller a certificate or certificates
      representing the respective Purchase Price Shares duly endorsed to Seller,
      which
      delivery shall vest Seller with good and marketable title to the Purchase Price
      Shares, free and clear of all liens and encumbrances.

     

    2.3  Transfer
      of Records.
      On or
      before the Closing, Seller shall transfer to Leaseco all existing corporate
      books and records in Seller’s possession relating to Leaseco and its business,
      including but not limited to all agreements, litigation files, real estate
      files, personnel files and filings with governmental agencies; provided,
      however,
      when
      any such documents relate to both Seller and Leaseco, only copies of such
      documents need be furnished. On or before the Closing, Buyers and Leaseco shall
      transfer to Seller all existing corporate books and records in the possession
      of
      Buyers or Leaseco relating to Seller, including but not limited to all corporate
      minute books, stock ledgers, certificates and corporate seals of Seller and
      all
      agreements, litigation files, real property files, personnel files and filings
      with governmental agencies; provided,
      however,
      when
      any such documents relate to both Seller and Leaseco or its business, only
      copies of such documents need be furnished.

     

    III.  BUYERS’
      REPRESENTATIONS AND WARRANTIES.
      Each
      Buyer severally represents and warrants to Seller and Cromwell
      that:

     

    3.1  Capacity
      and Enforceability.
      Buyer
      has the legal capacity to execute and deliver this Agreement and the documents
      to be executed and delivered by Buyer at the Closing pursuant to the
      transactions contemplated hereby. This Agreement and all such documents
      constitute valid and binding agreements of Buyer, enforceable in accordance
      with
      their terms.

     

    
      
        
        

      

      
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    3.2  Compliance.
      Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby by Buyer will result in the breach of any
      term
      or provision of, or constitute a default under, or violate any agreement,
      indenture, instrument, order, law or regulation to which Buyer is a party or
      by
      which Buyer is bound.

     

    3.3  Purchase
      for Investment.
      Buyer
      is financially able to bear the economic risks of acquiring an interest in
      Leaseco and the other transactions contemplated hereby, and has no need for
      liquidity in this investment. Buyer has such knowledge and experience in
      financial and business matters in general, and with respect to businesses of
      a
      nature similar to the business of Leaseco, so as to be capable of evaluating
      the
      merits and risks of, and making an informed business decision with regard to,
      the acquisition of the Shares. Buyer is acquiring the Shares solely for her
      own
      account and not with a view to or for resale in connection with any distribution
      or public offering thereof, within the meaning of any applicable securities
      laws
      and regulations, unless such distribution or offering is registered under the
      Securities Act of 1933, as amended (the “Securities Act”), or an exemption from
      such registration is available. Buyer has (i) received all the information
      she has deemed necessary to make an informed investment decision with respect
      to
      the acquisition of the Shares; (ii) had an opportunity to make such
      investigation as she has desired pertaining to Leaseco and the acquisition
      of an
      interest therein, and to verify the information which is, and has been, made
      available to her; and (iii) had the opportunity to ask questions of Seller
      concerning Leaseco. Buyer acknowledges that Buyer is a director and former
      officer of Seller, and a current director and officer of Leaseco and,
      as
      such, has actual knowledge of the business, operations and financial affairs
      of
      Leaseco. Buyer has received no public solicitation or advertisement with respect
      to the offer or sale of the Shares. Buyer realizes that the Shares are
“restricted securities” as that term is defined in Rule 144 promulgated by the
      Securities and Exchange Commission under the Securities Act, the resale of
      the
      Shares is restricted by federal and state securities laws and, accordingly,
      the
      Shares must be held indefinitely unless their resale is subsequently registered
      under the Securities Act or an exemption from such registration is available
      for
      their resale. Buyer understands that any resale of the Shares by her must be
      registered under the Securities Act (and any applicable state securities law)
      or
      be effected in circumstances that, in the opinion of counsel for Leaseco at
      the
      time, create an exemption or otherwise do not require registration under the
      Securities Act (or applicable state securities laws). Buyer acknowledges and
      consents that certificates now or hereafter issued for the Shares will bear
      a
      legend substantially as follows:

     

    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER
      ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR
      INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
      EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
      QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH
      REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE
      SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT
      AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER
      OF
      THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO
      THE
      AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR
      SUCH
      OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT
      VIOLATE THE SECURITIES LAWS.

     

    
      
        
        

      

      
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    Buyer
      understands that the Shares are being sold to her pursuant to the exemption
      from
      registration contained in Section 4(1) of the Securities Act and that the Seller
      is relying upon the representations made herein as one of the bases for claiming
      the Section 4(1) exemption. 

     

    3.4  Liabilities.
      Following the Closing, Seller will have no liability for any debts, liabilities
      or obligations of Leaseco or its business or activities, and there are no
      outstanding guaranties, performance or payment bonds, letters of credit or
      other
      contingent contractual obligations that have been undertaken by Seller directly
      or indirectly in relation to Leaseco or its business and that may survive the
      Closing. 

     

    3.5  Title
      to Purchase Price Shares.
      Buyer
      is the sole record and beneficial owner of the Purchase Price Shares. At
      Closing, Buyer will have good and marketable title to the Purchase Price Shares,
      which Purchase Price Shares are, and at the Closing will be, free and clear
      of
      all options, warrants, pledges, claims, liens and encumbrances, and any
      restrictions or limitations prohibiting or restricting transfer to Seller,
      except for restrictions on transfer as contemplated by applicable securities
      laws. 

     

    IV.  SELLER’S
      AND
      LEASECO’S REPRESENTATIONS AND WARRANTIES.
      Seller
      and Leaseco, jointly and severally, represent and warrant to Buyers that:


     

    4.1  Organization
      and Good Standing.
      Each of
      the Seller and Leaseco is a corporation duly incorporated, validly existing,
      and
      in good standing under the laws of the State of Nevada.

     

    4.2  Authority
      and Enforceability.
      The
      execution and delivery of this Agreement and the documents to be executed and
      delivered at the Closing pursuant to the transactions contemplated hereby,
      and
      performance in accordance with the terms hereof and thereof, have been duly
      authorized by Seller and all such documents constitute valid and binding
      agreements of Seller enforceable in accordance with their terms.

     

    4.3  Title
      to Shares.
      Seller
      is the sole record and beneficial owner of the Shares. At Closing, Seller will
      have good and marketable title to the Shares, which Shares are, and at the
      Closing will be, free and clear of all options, warrants, pledges, claims,
      liens
      and encumbrances, and any restrictions or limitations prohibiting or restricting
      transfer to Buyers, except for restrictions on transfer as contemplated by
      Section
      3.3
      above.
      The Shares constitute all of the issued and outstanding shares of capital stock
      of Leaseco.

     

    4.4  WARN
      Act.
      Leaseco
      does not have a sufficient number of employees to make it subject to the Worker
      Adjustment and Retraining Notification Act (“WARN Act”). 

     

    
      
        
        

      

      
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    4.5  Representations
      in Merger Agreement.
      Leaseco
      represents and warrants that all of the representations and warranties by
      Seller, insofar as they relate to Leaseco, contained in the Merger Agreement
      are
      true and correct.

     

    V.  OBLIGATIONS
      OF BUYERS
      PENDING CLOSING.
      Each
      Buyer covenants and agrees that between the date hereof and the
      Closing:

     

    5.1  Not
      Impair Performance.
      Buyer
      shall not take any intentional action that would cause the conditions upon
      the
      obligations of the parties hereto to effect the transactions contemplated hereby
      not to be fulfilled, including, without limitation, taking or causing to be
      taken any action that would cause the representations and warranties made by
      any
      party herein not to be true, correct and accurate as of the Closing, or in
      any
      way impairing the ability of Seller to satisfy its obligations as provided
      in
Article
      VI.

     

    5.2  Assist
      Performance.
      Buyer
      shall exercise its reasonable best efforts to cause to be fulfilled those
      conditions precedent to Seller’s obligations to consummate the transactions
      contemplated hereby which are dependent upon actions of Buyer and to make and/or
      obtain any necessary filings and consents in order to consummate the sale
      transaction contemplated by this Agreement.

     

    VI.  OBLIGATIONS
      OF SELLER PENDING CLOSING.
      Seller
      covenants and agrees that between the date hereof and the Closing:

     

    6.1  
      Business as Usual.
      Leaseco
      shall operate and Seller shall cause Leaseco to operate in accordance with
      past
      practices and shall use best efforts to preserve its goodwill and the goodwill
      of its employees, customers and others having business dealings with Leaseco.
      Without limiting the generality of the foregoing, from the date of this
      Agreement until the Closing Date, Leaseco shall (a) make all normal and
      customary repairs to its equipment, assets and facilities, (b) keep in
      force all insurance, (c) preserve in full force and effect all material
      franchises, licenses, contracts and real property interests and comply in all
      material respects with all laws and regulations, (d) collect all accounts
      receivable and pay all trade creditors in the ordinary course of business at
      intervals historically experienced, and (e) preserve and maintain Leaseco’s
      assets in their current operating condition and repair, ordinary wear and tear
      excepted. From the date of this Agreement until the Closing Date, Leaseco shall
      not (i) amend, terminate or surrender any material franchise, license,
      contract or real property interest, or (ii) sell or dispose of any of its
      assets except in the ordinary course of business. Neither Leaseco nor Buyers
      shall take or omit to take any action that results in Seller incurring any
      liability or obligation prior to or in connection with the Closing.

     

    6.2  Not
      Impair Performance.
      Seller
      shall not take any intentional action that would cause the conditions upon
      the
      obligations of the parties hereto to effect the transactions contemplated hereby
      not to be fulfilled, including, without limitation, taking or causing to be
      taken any action which would cause the representations and warranties made
      by
      any party herein not to be materially true, correct and accurate as of the
      Closing, or in any way impairing the ability of Buyers to satisfy her
      obligations as provided in Article
      V.

     

    
      
        
        

      

      
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    6.3  Assist
      Performance.
      Seller
      shall exercise its reasonable best efforts to cause to be fulfilled those
      conditions precedent to Buyers’ obligations to consummate the transactions
      contemplated hereby which are dependent upon the actions of Seller and to work
      with Buyers to make and/or obtain any necessary filings and consents. Seller
      shall cause Leaseco to comply with its obligations under this
      Agreement.

     

    VII.  SELLER’S
      AND
      LEASECO’S CONDITIONS PRECEDENT TO CLOSING.
      The
      obligations of Seller and Leaseco to close the transactions contemplated by
      this
      Agreement are subject to the satisfaction at or prior to the Closing of each
      of
      the following conditions precedent (any or all of which may be waived by Seller
      and Cromwell in writing):

     

    7.1  Representations
      and Warranties; Performance.
      All
      representations and warranties of Buyers contained in this Agreement shall
      have
      been true and correct, in all material respects, when made and shall be true
      and
      correct, in all material respects, at and as of the Closing, with the same
      effect as though such representations and warranties were made at and as of
      the
      Closing. Buyers shall have performed and complied with all covenants and
      agreements and satisfied all conditions, in all material respects, required
      by
      this Agreement to be performed or complied with or satisfied by Buyers at or
      prior to the Closing.

     

    7.2  Additional
      Documents.
      Buyers
      shall deliver or cause to be delivered such additional documents as may be
      necessary in connection with the consummation of the transactions contemplated
      by this Agreement and the performance of their obligations
      hereunder.

     

    7.3  Release
      by Leaseco.
      At the
      Closing, Leaseco shall execute and deliver to Seller and Cromwell a general
      release which in substance and effect releases Seller and Cromwell from any
      and
      all liabilities and obligations that Seller and Cromwell may owe to Leaseco
      in
      any capacity, and from any and all claims that Leaseco may have against Seller,
      Cromwell, or their respective managers, members, officers, directors,
      stockholders, employees and agents (other than those arising pursuant to this
      Agreement or any document delivered in connection with this
      Agreement).

     

    VIII.  BUYERS’
      CONDITIONS PRECEDENT TO CLOSING.
      The
      obligation of Buyers to close the transactions contemplated by this Agreement
      is
      subject to the satisfaction at or prior to the Closing of each of the following
      conditions precedent (any and all of which may be waived by Buyers in
      writing):

     

    8.1  Representations
      and Warranties; Performance.
      All
      representations and warranties of Seller and Leaseco contained in this Agreement
      shall have been true and correct, in all material respects, when made and shall
      be true and correct, in all material respects, at and as of the Closing with
      the
      same effect as though such representations and warranties were made at and
      as of
      the Closing. Seller and Leaseco shall have performed and complied with all
      covenants and agreements and satisfied all conditions, in all material respects,
      required by this Agreement to be performed or complied with or satisfied by
      them
      at or prior to the Closing.

     

    
      
        
        

      

      
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    IX.  OTHER
      AGREEMENTS.

     

    9.1  Expenses.
      Each
      party hereto shall bear its expenses separately incurred in connection with
      this
      Agreement and with the performance of its obligations hereunder.

     

    9.2  Confidentiality.
      The
      parties hereto shall not make any public announcements concerning this
      transaction other than in accordance with mutual agreement reached prior to
      any
      such announcement(s) and other than as may be required by applicable law or
      judicial process. If for any reason the transactions contemplated hereby are
      not
      consummated, then Buyers shall return any information received by Buyers from
      Seller or Leaseco, and Buyers shall cause all confidential information obtained
      by Buyers concerning Leaseco and its business to be treated as
      such.

     

    9.3  Brokers’
      Fees.
      In
      connection with the transaction specifically contemplated by this Agreement,
      no
      party to this Agreement has employed the services of a broker and each agrees
      to
      indemnify the other against all claims of any third parties for fees and
      commissions of any brokers claiming a fee or commission related to the
      transactions contemplated hereby.

     

    9.4  Access
      to Information Post-Closing; Cooperation.
      

     

    (a)  Following
      the Closing, Buyers and Leaseco shall afford to Seller and its authorized
      accountants, counsel and other designated representatives, reasonable access
      (and including using reasonable efforts to give access to persons or firms
      possessing information) and duplicating rights during normal business hours
      to
      allow records, books, contracts, instruments, computer data and other data
      and
      information (collectively, “Information”) within the possession or control of
      Buyers or Leaseco insofar as such access is reasonably required by Seller.
      Information may be requested under this Section
      9.4(a)
      for,
      without limitation, audit, accounting, claims, litigation and tax purposes,
      as
      well as for purposes of fulfilling disclosure and reporting obligations and
      performing this Agreement and the transactions contemplated hereby. No files,
      books or records of Leaseco existing at the Closing Date shall be destroyed
      by
      Buyers or Leaseco after Closing but prior to the expiration of any period during
      which such files, books or records are required to be maintained and preserved
      by applicable law without giving the Seller at least 30 days’ prior written
      notice, during which time Seller shall have the right to examine and to remove
      any such files, books and records prior to their destruction.

     

    (b)  Following
      the Closing, Seller shall afford to Leaseco and its authorized accountants,
      counsel and other designated representatives reasonable access (including using
      reasonable efforts to give access to persons or firms possessing information)
      duplicating rights during normal business hours to Information within Seller’s
      possession or control relating to the business of Leaseco. Information may
      be
      requested under this Section
      9.4(b)
      for,
      without limitation, audit, accounting, claims, litigation and tax purposes
      as
      well as for purposes of fulfilling disclosure and reporting obligations and
      for
      performing this Agreement and the transactions contemplated hereby. No files,
      books or records of Leaseco existing at the Closing Date shall be destroyed
      by
      Seller after Closing but prior to the expiration of any period during which
      such
      files, books or records are required to be maintained and preserved by
      applicable law without giving the Buyers at least 30 days prior written notice,
      during which time Buyers shall have the right to examine and to remove any
      such
      files, books and records prior to their destruction.

     

    
      
        
        

      

      
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    (c)  At
      all
      times following the Closing, Seller, Buyers and Leaseco shall use reasonable
      efforts to make available to the other party on written request, the current
      and
      former officers, directors, employees and agents of Seller or Leaseco for any
      of
      the purposes set forth in Section
      9.4(a) or (b)
      above or
      as witnesses to the extent that such persons may reasonably be required in
      connection with any legal, administrative or other proceedings in which Seller
      or Leaseco may from time to be involved.

     

    (d)  The
      party
      to whom any Information or witnesses are provided under this Section
      9.4
      shall
      reimburse the provider thereof for all out-of-pocket expenses actually and
      reasonably incurred in providing such Information or witnesses.

     

    (e)  Seller,
      Buyers, Leaseco and their respective employees and agents shall each hold in
      strict confidence all Information concerning the other party in their possession
      or furnished by the other or the other’s representative pursuant to this
      Agreement with the same degree of care as such party utilizes as to such party’s
      own confidential information (except to the extent that such Information is
      (i) in the public domain through no fault of such party or (ii) later
      lawfully acquired from any other source by such party), and each party shall
      not
      release or disclose such Information to any other person, except such party’s
      auditors, attorneys, financial advisors, bankers, other consultants and advisors
      or persons with whom such party has a valid obligation to disclose such
      Information, unless compelled to disclose such Information by judicial or
      administrative process or, as advised by its counsel, by other requirements
      of
      law.

     

    (f)  Seller,
      Buyers and Leaseco shall each use their best efforts to forward promptly to
      the
      other party all notices, claims, correspondence and other materials which are
      received and determined to pertain to the other party.

     

    9.5  Guarantees,
      Surety Bonds and Letter of Credit Obligations.
      In the
      event that Seller is obligated for any debts, obligations or liabilities of
      Leaseco by virtue of any outstanding guarantee, performance or surety bond
      or
      letter of credit provided or arranged by Seller on or prior to the Closing
      Date,
      Buyers and Leaseco shall use best efforts to cause to be issued replacements
      of
      such bonds, letters of credit and guarantees and to obtain any amendments,
      novations, releases and approvals necessary to release and discharge fully
      Seller from any liability thereunder following the Closing. Buyers and Leaseco,
      jointly and severally, shall be responsible for, and shall indemnify, hold
      harmless and defend Seller from and against, any costs or losses incurred by
      Seller arising from such bonds, letters of credits and guarantees and any
      liabilities arising therefrom and shall reimburse Seller for any payments that
      Seller may be required to pay pursuant to enforcement of its obligations
      relating to such bonds, letters of credit and guarantees.

     

    
      
        
        

      

      
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    9.6  Filings
      and Consents.
      Buyers,
      at their risk, shall determine what, if any, filings and consents must be made
      and/or obtained prior to Closing to consummate the purchase and sale of the
      Shares. Buyers shall indemnify the Seller Indemnified Parties (as defined in
      Section
      11.1
      below)
      against any Losses (as defined in Section
      11.1
      below)
      incurred by such Seller Indemnified Parties by virtue of the failure to make
      and/or obtain any such filings or consents. Recognizing that the failure to
      make
      and/or obtain any filings or consents may cause Seller to incur Losses or
      otherwise adversely affect Seller, Buyers and Leaseco confirm that the
      provisions of this Section
      9.6
      will not
      limit Seller’s right to treat such failure as the failure of a condition
      precedent to Seller’s obligation to close pursuant to Article
      VII
      above.

     

    9.7  Insurance.
      Buyers
      acknowledge that on the Closing Date, effective as of the Closing, all insurance
      coverage and bonds provided by Seller for Leaseco, and all certificates of
      insurance evidencing that Leaseco maintains any required insurance by virtue
      of
      insurance provided by Seller, will terminate with respect to any insured damages
      resulting from matters occurring subsequent to Closing. 

     

    9.8  Agreements
      Regarding Taxes.
      

     

    (a)  Tax
      Sharing Agreements.
      Any tax
      sharing agreement between Seller and Leaseco is terminated as of the Closing
      Date and will have no further effect for any taxable year (whether the current
      year, a future year or a past year).

     

    (b)  Returns
      for Periods Through the Closing Date.
      Seller
      will include the income and loss of Leaseco (including any deferred income
      triggered into income by Reg. §1.1502-13 and any excess loss accounts taken into
      income under Reg. §1.1502-19) on Seller’s consolidated federal income tax
      returns for all periods through the Closing Date and pay any federal income
      taxes attributable to such income. Seller and Leaseco agree to allocate income,
      gain, loss, deductions and credits between the period up to Closing (the
“Pre-Closing Period”) and the period after Closing (the “Post-Closing Period”)
      based on a closing of the books of Leaseco, and both Seller and Leaseco agree
      not to make an election under Reg. §1.1502-76(b)(2)(ii) to ratably allocate the
      year’s items of income, gain, loss, deduction and credit. Seller, Leaseco and
      Buyers agree to report all transactions not in the ordinary course of business
      occurring on the Closing Date after Buyers’ purchase of the Shares on Leaseco’s
      tax returns to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). Buyers
      agree to indemnify Seller for any additional tax owed by Seller (including
      tax
      owned by Seller due to this indemnification payment) resulting from any
      transaction engaged in by Leaseco during the Pre-Closing Period or on the
      Closing Date after Buyers’ purchase of the Shares. Leaseco will furnish tax
      information to Seller for inclusion in Seller’s consolidated federal income tax
      return for the period which includes the Closing Date in accordance with
      Leaseco’s past custom and practice.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (c)  Audits.
      Seller
      will allow Leaseco and its counsel to participate at Leaseco’s expense in any
      audits of Seller’s consolidated federal income tax returns to the extent that
      such audit raises issues that relate to and increase the tax liability of
      Leaseco. Seller shall have the absolute right, in its sole discretion, to engage
      professionals and direct the representation of Seller in connection with any
      such audit and the resolution thereof, without receiving the consent of Buyers
      or Leaseco or any other party acting on behalf of Buyers or Leaseco, provided
      that Seller will not settle any such audit in a manner which would materially
      adversely affect Leaseco after the Closing Date unless such settlement would
      be
      reasonable in the case of a person that owned Leaseco both before and after
      the
      Closing Date. In the event that after Closing any tax authority informs the
      Buyers or Leaseco of any notice of proposed audit, claim, assessment or other
      dispute concerning an amount of taxes which pertain to the Seller, or to Leaseco
      during the period prior to Closing, Buyers or Leaseco must promptly notify
      the
      Seller of the same within 15 calendar days of the date of the notice from the
      tax authority. In the event Buyers or Leaseco do not notify the Seller within
      such 15 day period, Buyers and Leaseco, jointly and severally, will indemnify
      the Seller for any incremental interest, penalty or other assessments resulting
      from the delay in giving notice. To the extent of any conflict or inconsistency,
      the provisions of this Section 9.8 shall control over the provisions of Section
      11.2 below.

     

    (d)  Cooperation
      on Tax Matters.
      Buyers,
      Seller and Leaseco shall cooperate fully, as and to the extent reasonably
      requested by any party, in connection with the filing of tax returns pursuant
      to
      this Section and any audit, litigation or other proceeding with respect to
      taxes. Such cooperation shall include the retention and (upon the other party’s
      request) the provision of records and information which are reasonably relevant
      to any such audit, litigation or other proceeding and making employees available
      on a mutually convenient basis to provide additional information and explanation
      of any material provided hereunder. Leaseco shall (i) retain all books and
      records with respect to tax matters pertinent to Leaseco relating to any taxable
      period beginning before the Closing Date until the expiration of the statute
      of
      limitations (and, to the extent notified by Seller, any extensions thereof)
      of
      the respective taxable periods, and to abide by all record retention agreements
      entered into with any taxing authority, and (ii) give Seller reasonable
      written notice prior to transferring, destroying or discarding any such books
      and records and, if the Seller so requests, Buyers agree to cause Leaseco to
      allow Seller to take possession of such books and records.

     

    9.9  ERISA.
      Effective as of the Closing Date, Leaseco shall terminate its participation
      in,
      and withdraw from, all employee benefit plans sponsored by Seller, and Seller
      and Buyers shall cooperate fully in such termination and withdrawal. Without
      limitation, Leaseco shall be solely responsible for (i) all liabilities
      under those employee benefit plans notwithstanding any status as an employee
      benefit plan sponsored by Seller, and (ii) all liabilities for the payment
      of vacation pay, severance benefits, and similar obligations, including, without
      limitation, amounts which are accrued but unpaid as of the Closing Date with
      respect thereto. Buyers and Leaseco acknowledge that Leaseco is solely
      responsible for providing continuation health coverage, as required under the
      Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), to each
      person, if any, participating in an employee benefit plan subject to COBRA
      with
      respect to such employee benefit plan as of the Closing Date, including, without
      limitation, any person whose employment with Leaseco is terminated after the
      Closing Date.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    X.  TERMINATION.
      This
      Agreement may be terminated at, or at any time prior to, the Closing by mutual
      written consent of Seller, Buyers and Cromwell.

     

    If
      this
      Agreement is terminated as provided herein, it shall become wholly void and
      of
      no further force and effect and there shall be no further liability or
      obligation on the part of any party except to pay such expenses as are required
      of such party.

     

    XI.  INDEMNIFICATION.

     

    11.1  Indemnification
      by Buyers.
      Buyers
      covenant and agree to jointly and severally indemnify, defend, protect and
      hold
      harmless Seller, and its officers, directors, employees, stockholders, agents,
      representatives and affiliates (collectively, together with Seller, the “Seller
      Indemnified Parties”) at all times from and after the date of this Agreement
      from and against all losses, liabilities, damages, claims, actions, suits,
      proceedings, demands, assessments, adjustments, costs and expenses (including
      specifically, but without limitation, reasonable attorneys’ fees and expenses of
      investigation), whether or not involving a third party claim and regardless
      of
      any negligence of any Seller Indemnified Party (collectively, “Losses”),
      incurred by any Seller Indemnified Party as a result of or arising from
      (i) any breach of the representations and warranties of Buyers set forth
      herein or in certificates delivered in connection herewith, (ii) any breach
      or nonfulfillment of any covenant or agreement (including any other agreement
      of
      Buyers to indemnify Seller set forth in this Agreement) on the part of Buyers
      under this Agreement, (iii) any debt, liability or obligation of Leaseco,
      (iv) the conduct and operations of the business of Leaseco whether before
      or after Closing, (v) claims asserted against Leaseco whether before or
      after Closing, or (vi) any federal or state income tax payable by Seller
      and attributable to the transaction contemplated by this Agreement.

     

    11.2  Third
      Party Claims.

     

    (a)  Defense.
      If any
      claim or liability (a “Third-Party Claim”) should be asserted against any of the
      Seller Indemnified Parties (the “Indemnitee”) by a third party after the Closing
      for which Buyers have an indemnification obligation under the terms of
Section
      11.1,
      then
      the Indemnitee shall notify Buyers (the “Indemnitors”) within 20 days after the
      Third-Party Claim is asserted by a third party (said notification being referred
      to as a “Claim Notice”) and give the Indemnitors a reasonable opportunity to
      take part in any examination of the books and records of the Indemnitee relating
      to such Third-Party Claim and to assume the defense of such Third-Party Claim
      and in connection therewith and to conduct any proceedings or negotiations
      relating thereto and necessary or appropriate to defend the Indemnitee and/or
      settle the Third-Party Claim. The expenses (including reasonable attorneys’
fees) of all negotiations, proceedings, contests, lawsuits or settlements with
      respect to any Third-Party Claim shall be borne by the Indemnitors. If the
      Indemnitors agree to assume the defense of any Third-Party Claim in writing
      within 20 days after the Claim Notice of such Third-Party Claim has been
      delivered, through counsel reasonably satisfactory to Indemnitee, then the
      Indemnitors shall be entitled to control the conduct of such defense, and any
      decision to settle such Third-Party Claim, and shall be responsible for any
      expenses of the Indemnitee in connection with the defense of such Third-Party
      Claim so long as the Indemnitors continues such defense until the final
      resolution of such Third-Party Claim. The Indemnitors shall be responsible
      for
      paying all settlements made or judgments entered with respect to any Third-Party
      Claim the defense of which has been assumed by the Indemnitors. Except as
      provided on subsection (b) below, both the Indemnitors and the Indemnitee must
      approve any settlement of a Third-Party Claim. A failure by the Indemnitee
      to
      timely give the Claim Notice shall not excuse Indemnitors from any
      indemnification liability except only to the extent that the Indemnitors are
      materially and adversely prejudiced by such failure.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (b)  Failure
      to Defend.
      If the
      Indemnitors shall not agree to assume the defense of any Third-Party Claim
      in
      writing within 20 days after the Claim Notice of such Third-Party Claim has
      been
      delivered, or shall fail to continue such defense until the final resolution
      of
      such Third-Party Claim, then the Indemnitee may defend against such Third-Party
      Claim in such manner as it may deem appropriate and the Indemnitee may settle
      such Third-Party Claim, in its sole discretion, on such terms as it may deem
      appropriate. The Indemnitors shall promptly reimburse the Indemnitee for the
      amount of all settlement payments and expenses, legal and otherwise, incurred
      by
      the Indemnitee in connection with the defense or settlement of such Third-Party
      Claim. If no settlement of such Third-Party Claim is made, then the Indemnitors
      shall satisfy any judgment rendered with respect to such Third-Party Claim
      before the Indemnitee is required to do so, and pay all expenses, legal or
      otherwise, incurred by the Indemnitee in the defense against such Third-Party
      Claim.

     

    11.3  Non-Third-Party
      Claims.
      Upon
      discovery of any claim for which Buyers have an indemnification obligation
      under
      the terms of this Section
      11.3
      which
      does not involve a claim by a third party against the Indemnitee, the Indemnitee
      shall give prompt notice to Buyers of such claim and, in any case, shall give
      Buyers such notice within 30 days of such discovery. A failure by Indemnitee
      to
      timely give the foregoing notice to Buyers shall not excuse Buyers from any
      indemnification liability except to the extent that Buyers are materially and
      adversely prejudiced by such failure.

     

    11.4  Survival.
      Except
      as otherwise provided in this Section
      11.4,
      all
      representations and warranties made by Buyers, Leaseco and Seller in connection
      with this Agreement shall survive the Closing. Anything in this Agreement to
      the
      contrary notwithstanding, the liability of all Indemnitors under this
Article
      XI
      shall
      terminate on the third (3rd)
      anniversary of the Closing Date, except with respect to (a) liability for
      any item as to which, prior to the third (3rd)
      anniversary of the Closing Date, any Indemnitee shall have asserted a Claim
      in
      writing, which Claim shall identify its basis with reasonable specificity,
      in
      which case the liability for such Claim shall continue until it shall have
      been
      finally settled, decided or adjudicated, (b) liability of any party for
      Losses for which such party has an indemnification obligation, incurred as
      a
      result of such party’s breach of any covenant or agreement to be performed by
      such party after the Closing, (c) liability of Buyers for Losses incurred
      by a Seller Indemnified Party due to breaches of its representations and
      warranties in Article
      III
      of this
      Agreement, and (d) liability of Buyers for Losses arising out of
      Third-Party Claims for which Buyers have an indemnification obligation, which
      liability shall survive until the statute of limitation applicable to any third
      party’s right to assert a Third-Party Claim bars assertion of such
      claim.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    XII.  MISCELLANEOUS.

     

    12.1  Notices.
      All
      notices and communications required or permitted hereunder shall be in writing
      and deemed given when received by means of the United States mail, addressed
      to
      the party to be notified, postage prepaid and registered or certified with
      return receipt requested, or personal delivery, or overnight courier, as
      follows:

     

    (a)  If
      to
      Seller, addressed to:

     

    8655
      East
      Via De Ventura, Suite G2000

    Scottsdale,
      AZ 85258

    Attn:
      Robert McIntosh, Chief Executive Officer

    Facsimile:
      [to come]

    


    With
      a
      copy to (which shall not constitute notice hereunder):

     

    Clark
      Wilson LLP

    800
      - 885
      W Georgia Street

    Vancouver,
      BC  V6C 3H1  Canada

    Attn:
      William L. Macdonald, Esq.

    Facsimile:
      (604)687-6314

    


    (b)  If
      to
      Buyers or Leaseco, addressed to:

     

    c/o
      Karen
      Law

    #4
      3798
      Laurel Street

    Burnaby,
      British Columbia, Canada V5G 1M7

    


    With
      a
      copy to (which shall not constitute notice hereunder):

     

    Gottbetter
      & Partners, LLP

    488
      Madison Avenue, 12th
      Floor

    New
      York,
      New York 10022

    Attention:
      Adam S. Gottbetter, Esq.

    Facsimile:
      (212) 400-6901

    


    (c)  If
      to
      Cromwell, addressed to:

     

    8655
      East
      Via De Ventura, Suite G2000

    Scottsdale,
      AZ 85258

    Attn:
      Robert McIntosh, Chief Executive Officer

    Facsimile:
      [to come]

    


    With
      a
      copy to (which shall not constitute notice hereunder):

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Clark
      Wilson LLP

    800
      - 885
      W Georgia Street

    Vancouver,
      BC  V6C 3H1  Canada

    Attn:
      William L. Macdonald, Esq.

    Facsimile:
      (604)687-6314

    


    or
      to
      such other address as any party hereto shall specify pursuant to this
Section
      12.1
      from
      time to time.

     

    12.2  Exercise
      of Rights and Remedies.
      Except
      as otherwise provided herein, no delay of or omission in the exercise of any
      right, power or remedy accruing to any party as a result of any breach or
      default by any other party under this Agreement shall impair any such right,
      power or remedy, nor shall it be construed as a waiver of or acquiescence in
      any
      such breach or default, or of any similar breach or default occurring later;
      nor
      shall any waiver of any single breach or default be deemed a waiver of any
      other
      breach or default occurring before or after that waiver.

     

    12.3  Time.
      Time is
      of the essence with respect to this Agreement.

     

    12.4  Reformation
      and Severability.
      In case
      any provision of this Agreement shall be invalid, illegal or unenforceable,
      it
      shall, to the extent possible, be modified in such manner as to be valid, legal
      and enforceable but so as to most nearly retain the intent of the parties,
      and
      if such modification is not possible, such provision shall be severed from
      this
      Agreement, and in either case the validity, legality and enforceability of
      the
      remaining provisions of this Agreement shall not in any way be affected or
      impaired thereby.

     

    12.5  Further
      Acts.
      Seller,
      Buyers and Leaseco shall execute any and all documents and perform such other
      acts which may be reasonably necessary to effectuate the purposes of this
      Agreement.

     

    12.6  Entire
      Agreement; Amendments.
      This
      Agreement contains the entire understanding of the parties relating to the
      subject matter contained herein. This Agreement cannot be amended or changed
      except through a written instrument signed by all of the parties hereto,
      including Cromwell. No provisions of this Agreement or any rights hereunder
      may
      be waived by any party without the prior written consent of
      Cromwell.

     

    12.7  Assignment.
      No
      party may assign his, her or its rights or obligations hereunder, in whole
      or in
      part, without the prior written consent of the other parties.

     

    12.8  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada, without giving effect to principles of conflicts or choice
      of
      laws thereof.

     

    12.9  Counterparts.
      This
      Agreement may be executed in one or more counterparts, with the same effect
      as
      if all parties had signed the same document. Each such counterpart shall be
      an
      original, but all such counterparts taken together shall constitute a single
      agreement. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) the same with
      the same force and effect as if such facsimile signature page was an original
      thereof.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    12.10  Section
      Headings and Gender.
      The
      Section headings used herein are inserted for reference purposes only and shall
      not in any way affect the meaning or interpretation of this Agreement. All
      personal pronouns used in this Agreement shall include the other genders,
      whether used in the masculine, feminine or neuter, and the singular shall
      include the plural, and vice
      versa,
      whenever and as often as may be appropriate.

     

    12.11  Specific
      Performance; Remedies.
      Each of
      Seller, Buyers and Leaseco acknowledges and agrees that Cromwell would be
      damaged irreparably if any provision of this Agreement is not performed in
      accordance with its specific terms or is otherwise breached. Accordingly, each
      of Seller, Buyers and Leaseco agrees that Cromwell will be entitled to seek
      an
      injunction or injunctions to prevent breaches of the provisions of this
      Agreement and to enforce specifically this Agreement and its terms and
      provisions in any action instituted in any court of the United States or any
      state thereof having jurisdiction over the parties and the matter, subject
      to
Section
      12.8,
      in
      addition to any other remedy to which they may be entitled, at law or in equity.
      Except as expressly provided herein, the rights, obligations and remedies
      created by this Agreement are cumulative and are in addition to any other
      rights, obligations or remedies otherwise available at law or in equity, and
      nothing herein will be considered an election of remedies.
      

     

    12.12  Submission
      to Jurisdiction; Process Agent; No Jury Trial.

     

    (a)  Each
      party to the Agreement hereby submits to the jurisdiction of any state or
      federal court sitting in the State of Nevada in any action arising out of or
      relating to this Agreement and agrees that all claims in respect of the action
      may be heard and determined in any such court. Each party to the Agreement
      also
      agrees not to bring any action arising out of or relating to this Agreement
      in
      any other court. Each party to the Agreement agrees that a final judgment in
      any
      action so brought will be conclusive and may be enforced by action on the
      judgment or in any other manner provided at law or in equity. Each party to
      the
      Agreement waives any defense of inconvenient forum to the maintenance of any
      action so brought and waives any bond, surety or other security that might
      be
      required of any other party with respect thereto.

     

    (b)  EACH
      PARTY TO THIS AGREEMENT HEREBY AGREES TO WAIVE HIS OR HER RIGHTS TO JURY TRIAL
      OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER
      AGREEMENTS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY DEALINGS
      AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. The scope of this
      waiver is intended to be all encompassing of any and all actions that may be
      filed in any court and that relate to the subject matter of the transactions,
      including contract claims, tort claims, breach of duty claims and all other
      common law and statutory claims. Each party to the Agreement hereby acknowledges
      that this waiver is a material inducement to enter into a business relationship
      and that they will continue to rely on the waiver in their related future
      dealings. Each party to the Agreement further represents and warrants that
      it
      has reviewed this waiver with its legal counsel, and that each knowingly and
      voluntarily waives its jury trial rights following consultation with legal
      counsel. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS
      IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND
      THE
      WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
      TO
      THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In
      the
      event of commencement of any action, this Agreement may be filed as a written
      consent to trial by a court.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    12.13  Construction.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement. If an ambiguity or question of intent or interpretation arises,
      this
      Agreement will be construed as if drafted jointly by the parties hereto and
      no
      presumption or burden of proof will arise favoring or disfavoring any party
      because of the authorship of any provision of this Agreement. Any reference
      to
      any federal, state, local or foreign law will be deemed also to refer to law
      as
      amended and all rules and regulations promulgated thereunder, unless the context
      requires otherwise. The words “include,” “includes,” and “including” will be
      deemed to be followed by “without limitation.” The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to
      this Agreement as a whole and not to any particular subdivision unless expressly
      so limited. The parties hereto intend that each representation, warranty and
      covenant contained herein will have independent significance. If any party
      hereto has breached any representation, warranty or covenant contained herein
      in
      any respect, the fact that there exists another representation, warranty or
      covenant relating to the same subject matter (regardless of the relative levels
      of specificity) which that party has not breached will not detract from or
      mitigate the fact that such party is in breach of the first representation,
      warranty or covenant.

     

    [Signature
      page follows this page.]

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have hereunto set their hands as of the day and year first above
      written.

     

    
      	 	 	 
	 	CROMWELL
              URANIUM CORP.
	 
 	 
 	 
 
	 	By:  	/s/ David Rector
	 	
              
Name: David
              Rector
	 	Title:  President


    

     

    
      	 	 	 
	 	ARBUTUS
              LEASECO, INC.
	 
 	 
 	 
 
	 	By:  	/s/ David Rector
	 	
              
Name: David
              Rector
	 	Title  President


    

     

    
      	 	 	 
	 	BUYERs
	 
 	 
 	 
 
	 	  	/s/ Karen Law
	 	
              
Karen
              Law
	 	 
	 	/s/ Lyle Smith
	 	
              
Lyle
              Smith


    

     

    
      	 	 	 
	 	CROMWELL
              URANIUM HOLDINGS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Robert McIntosh
	 	
              
Name: Robert
              McIntosh
	 	Title:  Chief
              Executive Officer


    

     

    
      
        
        

      

      
        17