Unassociated Document


    CROMWELL
      URANIUM CORP.

    


    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    THIS
      EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made between Cromwell
      Uranium Corp., a Nevada corporation and its affiliated companies (collectively
      referred to as the “Company"), and Robert McIntosh (“Executive”). Unless
      otherwise indicated, all references to Sections are to Sections in this
      Agreement. This Agreement is effective as of the “Effective Date” set forth in
      Section 14 below. 

     

    W
      I T N E S S E T H:

    


    WHEREAS,
      the
      Company desires to obtain the services of Executive, and Executive desires
      to be
      employed by the Company upon the terms and conditions hereinafter set
      forth;

    


    NOW,
      THEREFORE,
      in
      consideration of the premises, the agreements herein contained and other good
      and valuable consideration, receipt of which is hereby acknowledged, the parties
      hereto agree as of the date hereof as follows:

    


    1.
      Employment. The Company hereby agrees to employ Executive, and Executive hereby
      agrees to serve the Company, as its President and Chief Executive Officer
      (“Employment”) and as a Director for a period of twelve (12) months beginning on
      the Effective Date. This Agreement is renewable upon the mutual written consent
      of the parties within
      thirty (30) days of the ending date of this Agreement.
      Any
      such renewal shall also be for a period of twelve (12) months.

    


    2.
      Scope
      of Employment. 

    


    (a)
      During the Employment, Executive will serve as President and Chief Executive
      Officer of the Company. In that connection, Executive will (i) devote his
      full-time attention and energies to the business of the Company and will
      diligently and to the best of his ability perform all duties incident to his
      employment hereunder; (ii) use his best efforts to promote the interests and
      goodwill of the Company; and (iii) perform such other duties commensurate with
      his office as the Board of Directors of the Company may from time-to-time assign
      to him.

    


    (b)
      Section 2(a) shall not be construed as preventing Executive from (i) serving
      on
      corporate, civic or charitable boards or committees, or (ii) making investments
      in other businesses or enterprises; provided that in no event shall any such
      service, business activity or investment require the provision of substantial
      services by Executive to the operations or the affairs of such businesses or
      enterprises such that the provision thereof would interfere in any respect
      with
      the performance of Executive's duties hereunder; and subject to Section
      6.

    


    3.
      Compensation and Benefits During Employment. During the Employment, the Company
      shall provide compensation to Executive as follows.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (a)
      The
      Company shall pay Executive $15,000 per month in equal monthly installments.
      The
      Company shall be responsible for the withholding and payment of all taxes to
      the
      Internal Revenue Service as well as any and other taxes payable in the United
      States including taxes payable to any state and local jurisdiction.

    


    (b)
      The
      Company shall reimburse Executive for business expenses incurred by Executive
      in
      connection with the Employment in accordance with the Company’s then-current
      policies.

    


    (c)
      Executive will be entitled to participate in any health insurance or other
      employee benefit plan which the Company may adopt in the future.

    


    (d)
      Executive will be entitled to four (4) weeks of paid vacation per
      year.

    


    (e)
      Executive will be entitled to participate in any incentive program or
      discretionary bonus program of the Company which may be implemented in the
      future by the Board of Directors.

    


    (f)
      Executive will be entitled to participate in any stock option plan of the
      Company which may be approved in the future by the Board of
      Directors.

    


    Any
      act,
      or failure to act, based upon authority given pursuant to a resolution duly
      adopted by the Board or based upon the advice of counsel for the Company shall
      be conclusively presumed to be done, or omitted to be done, by Executive in
      good
      faith and in the best interests of the Company and thus shall not be deemed
      grounds for Termination for Cause.

    


    4.
      Confidential Information. 

    


    (a)
      Executive acknowledges that the law provides the Company with protection for
      its
      trade secrets and confidential information. Executive will not disclose,
      directly or indirectly, any of the Company’s confidential business information
      or confidential technical information to anyone without authorization from
      the
      Company’s management. Executive will not use any of the Company’s confidential
      business information or confidential technical information in any way, either
      during or after the Employment with the Company, except as required in the
      course of the Employment.

    


    (b)
      Executive will strictly adhere to any obligations that may be owed to former
      employers insofar as Executive’s use or disclosure of their confidential
      information is concerned. 

    


    (c)
      Information will not be deemed part of the confidential information restricted
      by this Section 4 if Executive can show that: (i) the information was in
      Executive’s possession or within Executive’s knowledge before the Company
      disclosed it to Executive; (ii) the information was publicly disclosed; (iii)
      Executive obtained the information from a party having the right to disclose
      it
      to Executive without violation of any obligation to the Company, or (iv)
      Executive is required to disclose the information pursuant to legal process
      (e.g., a subpoena), provided that Executive notifies the Company immediately
      upon receiving or becoming aware of the legal process in question. No
      combination of information will be deemed to be within any of the four
      exceptions in the previous sentence, however, whether or not the component
      parts
      of the combination are within one or more exceptions, unless the combination
      itself and its economic value and principles of operation are themselves within
      such an exception or exceptions. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d)
      All
      originals and all copies of any drawings, blueprints, manuals, reports, computer
      programs or data, notebooks, notes, photographs, and all other recorded,
      written, or printed matter relating to research, manufacturing operations,
      or
      business of the Company made or received by Executive during the Employment
      are
      the property of the Company. Upon Termination of the Employment, whether or
      not
      for Cause, Executive will immediately deliver to the Company all property of
      the
      Company which may still be in Executive’s possession. Executive will not remove
      or assist in removing such property from the Company’s premises under any
      circumstances, either during the Employment or after Termination thereof, except
      as authorized by the Company’s management.

    


    5.
      Ownership of Intellectual Property.

    


    (a)
      The
      Company will be the sole owner of any and all of Executive’s Inventions that are
      related to the Company’s business, as defined in more detail below.


    


    (b)
      For
      purposes of this Agreement, “Inventions” means all inventions, discoveries, and
      improvements (including, without limitation, any information relating to
      manufacturing techniques, processes, formulas, developments or experimental
      work, work in progress, or business trade secrets), along with any and all
      other
      work product relating thereto. 

    


    (c)
      An
      Invention is “related to the Company’s business” (“Company-Related Invention”)
      if it is made, conceived, or reduced to practice by Executive (in whole or
      in
      part, either alone or jointly with others, whether or not during regular working
      hours), whether or not potentially patentable or copyrightable in the U.S.
      or
      elsewhere, and it either: (i) involves equipment, supplies, facilities, or
      trade
      secret information of the Company; (ii) involves the time for which Executive
      was or is to be compensated by the Company; (iii) relates to the business of
      the
      Company or to its actual or demonstrably anticipated research and development;
      or (iv) results, in whole or in part, from work performed by Executive for
      the
      Company. 

    


    (d)
      Executive will promptly disclose to the Company, or its nominee(s), without
      additional compensation, all Company-Related Inventions. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (e)
      Executive will assist the Company, at the Company’s expense, in protecting any
      intellectual property rights that may be available anywhere in the world for
      such Company-Related Inventions, including signing U.S. or foreign patent
      applications, oaths or declarations relating to such patent applications, and
      similar documents.

    


    (f)
      To
      the extent that any Company-Related Invention is eligible under applicable
      law
      to be deemed a “work made for hire,” or otherwise to be owned automatically by
      the Company, it will be deemed as such, without additional compensation to
      Executive. In some jurisdictions, Executive may have a right, title, or interest
      (“Right,” including without limitation all right, title, and interest arising
      under patent law, copyright law, trade-secret law, semiconductor chip protection
      law, or otherwise, anywhere in the world, including the right to sue for present
      or past infringement) in certain Company-Related Inventions that cannot be
      automatically owned by the Company. In that case, if applicable law permits
      Executive to assign Executive’s Right(s) in future Company-Related Inventions at
      this time, then Executive hereby assigns any and all such Right(s) to the
      Company, without additional compensation to Executive; if not, then Executive
      agrees to assign any and all such Right(s) in any such future Company-Related
      Inventions to the Company or its nominee(s) upon request, without additional
      compensation to Executive.

    


    6.
      Non-competition. As a condition to, and in consideration of, the Company’s
      entering into this Agreement, and giving Executive access to certain
      confidential and proprietary information, which Executive recognizes is valuable
      to the Company and, therefore, its protection and maintenance constitutes a
      legitimate interest to be protected by the provisions of this Section 6 as
      applied to Executive and other employees similarly situated to Executive, and
      for ten dollars ($10) and other good and valuable consideration, the receipt
      and
      sufficiency of which Executive hereby acknowledges, Executive acknowledges
      and
      hereby agrees as follows:

    


    (a)
      that
      Executive is and will be engaged in the business of the Company;

    


    (b)
      that
      Executive has occupied a position of trust and confidence with the Company
      prior
      to the Effective Date, and that during such period and the period of Executive’s
      Employment under this Agreement, Executive has, and will, become familiar with
      the Company’s trade secrets and with other proprietary and confidential
      information concerning the Company;

    


    (c)
      that
      the obligations of this Agreement are directly related to the Employment and
      are
      necessary to protect the Company’s legitimate business interests; and that the
      Company’s need for the covenants set forth in this Agreement is based on the
      following: (i) the substantial time, money and effort expended and to be
      expended by the Company in developing technical designs, computer program source
      codes, marketing plans and similar confidential information; (ii) the fact
      that
      Executive will be personally entrusted with the Company’s confidential and
      proprietary information; (iii) the fact that, after having access to the
      Company’s technology and other confidential information, Executive could become
      a competitor of the Company; and (iv) the highly competitive nature of the
      Company’s industry, including the premium that competitors of the Company place
      on acquiring proprietary and competitive information; and

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d)
      that
      for a period commencing on the Effective Date and ending one (1) year following
      Termination as provided in Section 11, Executive shall not in any way engage,
      without the Company’s written consent (such consent not to be unreasonably
      withheld), in any business in competition with the business of the Company,
      or
      seek any position from any company or individual who competes with the business
      of the Company, or accept any capacity or position offered by any company or
      individual who competes in the business of the Company. The “business
      of the Company”
as
      referred to in this Agreement means the business of uranium exploration within
      North America.

    


    7.
      Legal
      Fees and Expenses. In the event of a lawsuit, arbitration, or other
      dispute-resolution proceeding between the Company and Executive arising out
      of
      or relating to this Agreement, the prevailing party, in the proceeding as a
      whole and/or in any interim or ancillary proceedings (e.g., opposed motions,
      including without limitation motions for preliminary or temporary injunctive
      relief) will be entitled to recover its reasonable attorneys’ fees and expenses
      unless the court or other forum determines that such a recovery would not serve
      the interests of justice. 

    


    8.
      Successors. 

    


    (a)
      This
      Agreement shall inure to the benefit of and be binding upon (i) the Company
      and
      its successors and assigns and (ii) Executive and Executive’s heirs and legal
      representatives, except that Executive’s duties and responsibilities under this
      Agreement are of a personal nature and will not be assignable or delegable
      in
      whole or in part.

    


    (b)
      The
      Company will require any successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of the business
      and/or assets of the Company to assume expressly and agree to perform this
      Agreement in the same manner and to the same extent that the Company would
      be
      required to perform it if no such succession had taken place. As used in this
      Agreement, "the Company" shall mean the Company as hereinbefore defined and
      any
      successor to its business and/or assets as aforesaid which assumes and agrees
      to
      perform this Agreement by operation of law, or otherwise.

    


    9.
      Arbitration.

    


    (a)
      Except as set forth in paragraph (b) of this Section 9 or to the extent
      prohibited by applicable law, any dispute, controversy or claim arising out
      of
      or relating to this Agreement will be submitted to binding arbitration before
      a
      single arbitrator in accordance with the National Rules for the Resolution
      of
      Employment Disputes of the American Arbitration Association in effect on the
      date of the demand for arbitration. The arbitration shall take place before
      a
      single arbitrator, who will preferably but not necessarily be a lawyer but
      who
      shall have at least five years’ experience in working in or with companies
      engaged in the industry in which the Company is engaged. Unless otherwise agreed
      by the parties, the arbitration shall take place in the city in which
      Executive’s principal office space is located at the time of the dispute or was
      located at the time of Termination of the Employment (if applicable). The
      arbitrator is hereby directed to take all reasonable measures not inconsistent
      with the interests of justice to expedite, and minimize the cost of, the
      arbitration proceedings.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)
      To
      protect inventions, trade secrets, or other confidential information of Section
      4, and/or to enforce the non-competition provisions of Section 6, the Company
      may seek temporary, preliminary, and/or permanent injunctive relief in a court
      of competent jurisdiction, in each case, without waiving its right to
      arbitration. 

    


    (c)
      At
      the request of either party, the arbitrator may take any interim measures s/he
      deems necessary with respect to the subject matter of the dispute, including
      measures for the preservation of confidentiality set forth in this Agreement.
      

     

    (d)
      Judgment upon the award rendered by the arbitrator may be entered in any court
      having jurisdiction.

    


    10.
      Indemnification. Company shall to the fullest extent permitted by law or as
      set
      forth in the Articles of Incorporation, and any future amendments, and the
      Bylaws of the Company, indemnify, defend and hold harmless Executive from and
      against any and all claims, demands, proceedings, liabilities, damages, losses
      and expenses (including attorney's fees, court costs and disbursements) arising
      out of the fact that he is or was a director or officer of the Company, or
      the
      performance of his duties hereunder except in the case of Executive’s gross
      negligence, willful misconduct, criminal conduct or violations of
      law.

    


    11.
      Termination.

    


    This
      Agreement and the employment relationship created hereby will terminate (i)
      upon
      the death or disability of Executive under Section 11 (a) or 11(b); (ii) with
      cause under Section 11 (c); (iii) for good reason under Section 11 (d); or
      (iv)
      without cause under Section 11(e).

    


    
      	 	
              (a)

            	
              Disability.
                Company
                shall have the right to terminate the employment of Executive under
                this
                Agreement for disability in the event Executive suffers an injury,
                illness, or incapacity of such character as to substantially disable
                him
                from performing his duties without reasonable accommodation by Executive
                hereunder for a period of more than thirty (30) consecutive days
                upon
                Company giving at least thirty (30) days written notice of termination.
                

            


    

    


    
      	 	
              (b)

            	
              Death.
                This
                agreement will terminate on the Death of the
                Executive.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              (c)

            	
              With
                Cause.
                Company may terminate this Agreement at any time because of (i)
                Executive’s material breach of any term of the Agreement, (ii) the
                determination by the Board of Directors in the exercise of its reasonable
                judgment that Executive has committed an act or acts constituting
                a felony
                or other crime involving moral turpitude, dishonesty or theft or
                fraud; or
                (iii) Executive’s negligence in the performance of his duties
                hereunder.

            


    

    


    
      	 	
              (d)

            	
              Good
                Reason.
                The Executive may terminate his employment for “Good Reason” by giving
                Company ten (10) days written notice
                if:

            


    

    


    
      	 	
              (i)

            	
              he
                is assigned, without his express written consent, any duties materially
                inconsistent with his positions, duties, responsibilities, or status
                with
                Company as of the date hereof, or a change in his reporting
                responsibilities or titles as in effect as of the date
                hereof;

            


    

    


    (ii) his
      compensation is reduced; or

    


    
      	 	
              (iii)

            	
              Company
                does not pay any material amount of compensation due hereunder and
                then
                fails either to pay such amount within the ten (10) day notice period
                required for Termination hereunder or to contest in good faith such
                notice. Further, if such contest is not resolved within thirty (30)
                days,
                Company shall submit such dispute to arbitration under Section 9.
                

            


    

     

    	(e)  	
            Without
              Cause.
              Company
              may terminate this Agreement without cause upon providing the Executive
              with thirty (30) days’ written notice.

          


    


    12.
      Obligations of Company upon Termination.

    


    (a)
      In
      the event of the termination of Executive’s employment pursuant to Section
      11(a), (b) or (c), Executive will be entitled only to the compensation earned
      by
      him hereunder as of the date of such termination (plus life insurance or
      disability benefits).

    


    (b) In
      the
      event of the termination of Executive’s employment pursuant to Section 11 (d) or
      (e), Executive will be entitled to receive as severance pay, an amount equal
      to
      the monthly compensation provided for in Section 3(a) multiplied by a factor
      of
      three (3) in addition to all payments of salary earned through the date of
      termination in one lump sum.

    


    13.
      Other
      Provisions. 

    


    (a)
      All
      notices and statements with respect to this Agreement must be in writing.
      Notices to the Company shall be delivered to the Chairman of the Board or any
      vice president of the Company. Notices to Executive may be delivered to
      Executive in person or sent to Executive’s then-current home address as
      indicated in the Company’s records.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)
      This
      Agreement sets forth the entire agreement of the parties concerning the subjects
      covered herein; there are no promises, understandings, representations, or
      warranties of any kind concerning those subjects except as expressly set forth
      in this Agreement.

    


    (c)
      Any
      modification of this Agreement must be in writing and signed by all parties;
      any
      attempt to modify this Agreement, orally or in writing, not executed by all
      parties will be void. 

    


    (d)
      If
      any provision of this Agreement, or its application to anyone or under any
      circumstances, is adjudicated to be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability will not affect any other
      provision or application of this Agreement which can be given effect without
      the
      invalid or unenforceable provision or application and will not invalidate or
      render unenforceable such provision or application in any other
      jurisdiction.

    


    (e)
      This
      Agreement will be governed and interpreted under the laws of the United States
      of America and the laws of the State of Nevada as applied to contracts made
      and
      carried out in Nevada by residents of Nevada.

    


    (f)
      No
      failure on the part of any party to enforce any provisions of this Agreement
      will act as a waiver of the right to enforce that provision.

    


    (g)
      Section headings are for convenience only and shall not define or limit the
      provisions of this Agreement.

    


    (h)
      This
      Agreement may be executed in several counterparts, each of which is an original.
      It shall not be necessary in making proof of this Agreement or any counterpart
      hereof to produce or account for any of the other counterparts. A copy of this
      Agreement signed by one party and faxed to another party shall be deemed to
      have
      been executed and delivered by the signing party as though an original. A
      photocopy of this Agreement shall be effective as an original for all
      purposes.

    


    14.
      Summary of Terms of Employment 

     

    
      
        	 	 	
                 Effective
                  Date

              	
                 July
                  _______, 2007

              
	 	 	
                 Term

              	
                 One
                  year, renewable

              
	 	 	
                 Office
                  / Position

              	
                 President
                  and Chief Executive Officer

              
	 	 	
                 Salary

              	
                $

              	
                15,000
                  per month

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    This
      Agreement contains provisions requiring binding arbitration of disputes. By
      signing this Agreement, Executive acknowledges that he or she (i) has read
      and
      understood the entire Agreement; (ii) has received a copy of it (iii) has had
      the opportunity to ask questions and consult counsel or other advisors about
      its
      terms; and (iv) agrees to be bound by it.

    


    Executed
      to be effective as of the Effective Date.

     

    
      	CROMWELL
              URANIUM CORP. 	 	 	EXECUTIVE 
	 	 	 	 
	 	 	 	 
	by:	 	 	 
	
              

            	 	 	
              

              Robert
                McIntosh