July
          11,
          2007

        


        Cromwell
          Uranium Corp.

        1640
          Terrace Way

        Walnut
          Creek, CA 94597

        Attention:
          David Rector, President

        


        Dear
          Sir:

        


        Reference
          is made to those discussions among Cromwell Uranium Holdings, Inc., an
          Arizona
          corporation (“Cromwell”) and Cromwell Uranium Corp., a Nevada corporation (the
“Company”), relating to a proposed business combination between Cromwell and the
          Company and a related private placement financing (the “Transactions”).
 In
          connection with the Transactions, the Company and Cromwell contemplate
          entering
          into a proposed Merger Agreement (the “Merger Agreement”) pursuant to which
          Cromwell stockholders shall receive common stock, par value $0. 001 per
          share,
          of the Company (the “Common Stock”) in consideration for shares of Cromwell held
          by them at the effective time of the merger. In consideration of the Company
          and
          Cromwell entering into the Transaction, the undersigned hereby agrees as
          follows:

        
           

          1. The
            undersigned hereby covenants and agrees, except as provided herein, not
            to (1)
            offer, sell, contract to sell,
            grant any option to purchase, hypothecate, pledge,
            or otherwise dispose of or
            (2) transfer title to (a “Prohibited Sale”) any of the shares (the “Acquired
            Shares”) of Common Stock acquired by the undersigned pursuant to or in
            connection with the Merger Agreement, during the period commencing on
            the
“Closing Date” (as that term will be defined in the Merger Agreement) and ending
            on the 24-month anniversary of the Closing Date (the “Lockup Period”), without
            the prior written consent of the Company. Notwithstanding the foregoing,
            the
            undersigned shall be permitted from time to time during the Lockup Period,
            without the prior written consent of the Company, as applicable, (i)
            to engage
            in transactions in connection with the undersigned’s participation in the
            Company’s stock option plans, (ii) to transfer all or any part of the Acquired
            Shares to any family member, for estate planning purposes,
            or to an affiliate thereof (as such term is defined in Rule 405 under
            the
            Securities Exchange Act of 1934, as amended), provided that such transferee
            agrees in
            writing with
            the Company to be bound hereby, or
            (iii) to participate
            in any transaction in which holders of the Common Stock of the Company
            participate or have the opportunity to participate pro rata, including,
            without
            limitation, a merger, consolidation or binding share exchange involving
            the
            Company, a disposition of the Common Stock in connection with the exercise
            of
            any rights, warrants or other securities distributed to the Company’s
            stockholders, or a tender or exchange offer for the Common Stock, and
            no
            transaction contemplated by the foregoing clauses (i),
            (ii) or (iii)
            shall be deemed a Prohibited Sale for purposes of this Letter
            Agreement.

          


          2. This
            Letter Agreement shall be governed by and construed in accordance with
            the laws
            of the Nevada.

           

          
            
              
              

            

            
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    3. This
      Letter Agreement will become a binding agreement among the undersigned as of
      the
      Closing Date. In the event that no closing occurs under the Merger Agreement,
      this letter agreement shall be null and void. This Letter Agreement (and the
      agreements reflected herein) may be terminated by the mutual agreement of the
      Company and the undersigned, and if not sooner terminated, will terminate upon
      the expiration date of the Lockup Period. This Letter Agreement may be duly
      executed by facsimile and in any number of counterparts, each of which shall
      be
      deemed an original, and all of which together shall be deemed to constitute
      one
      and the same instrument. Signature pages from separate identical counterparts
      may be combined with the same effect as if the parties signing such signature
      page had signed the same counterpart. This Letter Agreement may be modified
      or
      waived only by a separate writing signed by each of the parties hereto expressly
      so modifying or waiving such agreement.

     

     

     

    
      	 	 	Very
              truly
              yours,
	 	 
	 
 	 
 	 
 
	 	 	 
	 	
              
Print
              Name:
	 	 


    

     

    
      	Address:
              ______________________________________
	 
	Number of shares of Common Stock owned:
              __________
	 
	Certificate Numbers:
              _____________________________


    

     

    [Company
      signature on the following page]

    


    
      
        
        

      

      
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    Accepted
      and Agreed to:

     

    
      	   
	 Cromwell
              Uranium
              Corp.
	  
 
	 By:  	 /s/ David Rector
	 	
              

            
	 	David
              Rector, President


    

     

    
      
        
        

      

      
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