Filed by sedaredgar.com - American Uranium Corporation - Exhibit 10.2






CONSULTING AGREEMENT


THIS AGREEMENT dated for reference and effective the _____ day
  of _______________, 2009.

BETWEEN:


BAYSWATER URANIUM CORPORATION.,
a company duly incorporated under the laws of the Province of British Columbia
having an office at Suite 510-510 Burrard Street, Vancouver, B.C. V6C 3A8 . 

(the “Company”)


AND:


AMERICAN URANIUM CORPORATION, a
company duly incorporated under the laws of Nevada having an office at 600 17th
Street, Suite 2800 South, Denver, CO, 80202-5428 USA 

(the “Consultant”)


WHEREAS:


	A. 	
      The Company is carrying on business as a mineral resource
      exploration and development company;

	 	 
	B. 	
      The Company is in the process of acquiring the mineral
      property known as the Reno Creek Property (the “Property”) through
      the acquisition of AUC LLC, a private Delaware company, (the
      “Transaction” ) pursuant to a letter agreement between the Company,
      the Consultant and Strathmore Resources (U.S.) Ltd. (the “Purchase
      Agreement” );

	 	 
	C. 	
      Part and parcel to the Transaction, the Company and the
      Consultant have entered into a letter agreement whereby the Consultant has
      agreed to sell and the Company has agreed to purchase certain assets and
      terminate certain interests in the Property held by the Consultant (the
      “Letter Agreement”), and pursuant to the terms of the Letter
      Agreement, the Company and the Consultant have agreed to enter into this
      Agreement;

	 	 
	D. 	
      The Company wishes to retain the services of the
      Consultant to assist the Company with the Transaction and in the
      evaluation, exploration, development of the Property, as further detailed
      in Schedule “A” and such related services as the Company may request from
      time to time; and

	 	 
	E. 	
      The Consultant’s representatives, Robert Richard and
      Raymond Foucault (collectively the “Consultant’s Designated
      Representatives”), are directors or employees of the Consultant and
      are qualified to provide the services on behalf of the
  Consultant.



NOW THEREFORE in consideration of the premises and the
covenants and agreements of the parties hereto as hereinafter set forth, the
parties hereto covenant and agree as follows: 

	1. 	
      ENGAGEMENT OF CONSULTANT

	 	 	 
		1.1 	
      The Consultant hereby agrees, commencing on the date of
      the Letter Agreement to provide consulting services with respect to those
      matters described in Schedule “A” (the “Services”) when requested
      by the Company. The Consultant will also perform



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      additional services that are requested by the Company and
      accepted by the Consultant. The Consultant will report to the board of
      directors of the Company.

	 	 	 
		1.2 	
      The Consultant will perform the Services in an efficient,
      competent, timely and professional manner and provide the standard of
      care, skill, and diligence normally provided by competent professionals in
      the performance of services similar to that contemplated by this
      Agreement.

	 	 	 
		1.3 	
      During the term of this Agreement, the Consultant will
      devote so much time and attention as is required to complete, or cause the
      completion of, the services on a timely basis.

	 	 	 
	2. 	
      COMPENSATION AND EXPENSES

	 	 	 
		2.1 	
      As consideration for providing the Services in accordance
      with the terms of Schedule “A”, the Company, beginning July 15, 2009, will
      pay the Consultant US$30,000 per month payable in advance. Such
      compensation, together with any additional compensation that may be paid
      in accordance with section 2.2 below will be the sole compensation for the
      Consultant.

	 	 	 
		2.2 	
      The Company will reimburse the Consultant for all
      pre-authorized expenses actually and properly incurred by the Consultant
      in connection with the provision of Services provided that the Company, in
      its sole discretion, agrees that such expenses were actually and properly
      incurred and further provided that the Consultant furnishes receipts to
      the Company in respect of such expenses.

	 	 	 
		2.3 	
      Except as otherwise provided herein, the Consultant will
      prepare and submit monthly to the Company a detailed statement of
      expenses. The statement will set forth the number of days the Consultant
      performed Services and will be accompanied by evidence substantiating
      expenses incurred. Subject to verification by the Company, payment of
      expense amounts due will be made by the Company within thirty (30) days
      after receipt of such statements. Payment of fees for services shall be
      made on a monthly basis.

	 	 	 
	3. 	
      TERM

	 	 	 
		3.1 	
      This Agreement shall commence on the date of the Letter
      Agreement (the “Effective Date ”) and shall terminate on the
      earlier of the termination of the Transaction or the completion of the
      Transaction, unless earlier terminated upon the mutual written agreement
      of the parties. This Agreement may be renewed at the option of the parties
      on terms to be mutually negotiated and agreed by the
  parties.



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	4. 	
      NATURE OF THE RELATIONSHIP

	 	 	 
		4.1 	
      The Consultant shall at all times be an independent
      contractor and not the servant or agent of the Company. No partnerships,
      joint venture or agency will be created or will be deemed to be created by
      this Agreement or by any action of the parties under this
  Agreement.

	 	 	 
		4.2 	
      The Consultant shall not be an agent, servant or employee
      of the Company or represent itself to be with the Company. The Consultant
      shall be an independent contractor with control over the manner and means
      of its performance. Neither the Consultant nor its employees or agents
      shall be entitled, as a result of or pursuant to this Agreement, to rights
      or privileges applicable to employees of the Company including, but not
      limited to, liability insurance, group insurance, pension plans, holiday
      paid vacation and other benefit plans which may be available from time to
      time between the Company and its employees.

	 	 	 
		4.3 	
      The Consultant shall be responsible for the management of
      its employees, if any, and without limiting the generality of the
      foregoing, shall be responsible for payment to the proper authorities of
      all employment insurance premiums, Canada Pension Plan contributions,
      Worker’s Compensation premiums and all other employment expenses for all
      of the Consultant’s employees, as applicable.

	 	 	 
		4.4 	
      The Consultant acknowledges that as an independent
      contractor, the Consultant will not qualify for any assistance under the
      Employment Insurance Act (Canada) or any similar legislation in the
      United States.

	 	 	 
	5. 	
      NON-DISCLOSURE AND AREA OF INTEREST

	 	 	 
		5.1 	
      Except pursuant to Section 5.2 below, all information
      made available to the Consultant by the Company, to the Company by the
      Consultant and all information created by the Consultant for the Company
      (collectively the “Information”) will be for the exclusive benefit of the
      Company and remain the proprietary asset of the Company. The Consultant
      and its directors, officers and employees will keep and ensure that all
      Information will remain confidential and will not disclose the same to any
      third party. Notwithstanding the expiry or termination of this Agreement,
      this provision will continue in full force and effect until the earlier of
      the date on which the Information becomes in the public domain (other than
      by breach of this Agreement) or for a period of two (2) years.

	 	 	 
		5.2 	
      In the event the Company does not complete the
      Transaction, all information created by the Consultant for the Company or
      made available to the Company by the Consultant (the “Consultant
      Information”), will remain the proprietary asset of the Consultant and be
      returned to the Consultant within seven days of the termination of the
      Transaction and the Company and its directors, officers and employees will
      keep and ensure that all Consultant Information will remain confidential
      and will not disclose the same to any third party. This provision will
      continue in full force and effect until the earlier of the date on which
      the Consultant Information becomes in the public domain (other than by
      breach of this Agreement) or for a period of two (2)
  years.



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		5.3 	
      Except pursuant to Section 5.4 below, the Consultant and
      the Consultant’s Designated Representatives will not, directly or
      indirectly , during the term of this Agreement and for a period of two (2)
      years thereafter, acquire any interest, direct or indirect, through
      associates or affiliates, in any exploration concessions, mining claims,
      leases, mining rights, interests in land, fee lands, surface rights or
      water rights within five (5) kilometers of any property in which the
      Company or any of its subsidiaries, affiliates or associates (as those
      terms are defined pursuant to the Business Corporations Act
      (British Columbia) has an interest in at the time of execution of, or
      acquires during the terms of, this Agreement without the Company’s prior
      written consent.

	 	 	 
		5.4 	
      In respect of the Property, Section 5.3 of this Agreement
      shall not apply. ,In the event that the Transaction does complete, in
      relation to the Property, the Consultant and the Consultant’s Designated
      Representatives shall be bound to the terms and conditions of Article 13
      of the Purchase Agreement as though such provisions were expressly stated
      herein with the Consultant’s Designated Representatives included in
      references to the Consultant in Article 13 to the Purchase
    Agreement.

	 	 	 
	6. 	
      INDEMNITIES

	 	 	 
		6.1 	
      The Company shall not, during the term of this Agreement
      or thereafter, be liable for any negligence or willful misconduct on the
      part of the Consultant, the Consultant’s Designated Representative or any
      employee or agent of the Consultant for the consequences thereof howsoever
      or wheresoever occurring.

	 	 	 
		6.2 	
      The Consultant shall indemnify, during the term of this
      Agreement and thereafter, the Company, against any and all claims,
      demands, actions brought or instituted by any third party if such claims,
      demands or actions are caused by the negligence or any willful misconduct
      by the Consultant during the term of this Agreement.

	 	 	 
		6.3 	
      The Consultant shall indemnify, during the term of this
      Agreement and thereafter, the Company against loss or damage to any of the
      Company’s property or the property of the Company’s personnel and against
      any liability for sickness, injury or death of the Company’s personnel,
      and against all costs, claims and demands incurred or made in connection
      with such loss, damage, sickness, injury or if such loss, damage or
      liabilities are caused by the negligence or willful misconduct of the
      Consultant or the Consultant’s Designated Representatives.

	 	 	 
		6.4 	
      The Consultant shall indemnify the Company against loss
      or damage to the Company as a result of the failure of the Consultant’s
      Designated Representatives to comply with the provisions of Article 5 of
      this Agreement.

	 	 	 
		6.5 	
      The Consultant’s aggregate liability to the Company
      pursuant to Sections 6.1, 6.2 and 6.3, is limited to the total amount of
      the fees received by the Consultant pursuant to Section 2.1 of this
      Agreement.

	 	 	 
	7. 	
      COMPLIANCE WITH PROVINCIAL AND FEDERAL
  LAWS

	 	 	 
		7.1 	
      The Consultant will comply with all requirements of any
      applicable federal, provincial, or local law, rule or regulation. The
      Consultant covenants that it has all licenses, work permits or other
      authorizations required to enable the Consultant to perform Services under
      this Agreement in the jurisdiction where the Services are to be
      performed.



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	8. 	
      TERMINATION

	 	 	 	 
		8.1 	
      This Agreement shall terminate on the earlier
  of:

	 	 	 	 
			(a) 	
      The termination or completion of the
  Transaction;

	 	 	 	 
			(b) 	
      Upon the mutual written agreement of the parties;
    or

	 	 	 	 
			(c) 	
      At the option of the Company, in the event that the
      Consultant violates any of the material provisions of this Agreement or
      fails in a material way to properly perform the Services or for Cause (as
      hereinafter defined).

	 	 	 	 
		8.2 	
      In this Agreement, “Cause ” shall include, but not
      be limited to, the following:

	 	 	 	 
			(a) 	
      the commission of theft, embezzlement, fraud, obtaining
      funds or property under false pretences or similar acts of misconduct with
      respect to the property of the Company or its employees or the Company’s
      customers or suppliers;

	 	 	 	 
			(b) 	
      either of the Consultant’s Designated Representatives
      entering of a guilty plea or conviction for any crime involving fraud,
      misrepresentation or breach of trust, or for any serious criminal offence
      that impacts adversely on the Company; or

	 	 	 	 
			(c) 	
      any other matter constituting just cause at common
      law.

	 	 	 	 
	9. 	
      CONFLICTS OF INTEREST

	 	 	 	 
		9.1 	
      During its retainer with the Company, the Consultant and
      the Consultant’s Designated Representatives will promptly, fully and
      frankly disclose to the Company in writing:

	 	 	 	 
			(a) 	
      the nature and extent of any interest the Consultant, the
      Consultant’s Designated Representatives or their Associates (as
      hereinafter defined) have or may have, directly or indirectly, in any
      contract or transaction or proposed contract or transaction of or with the
      Company or any subsidiary or affiliate of the Company;

	 	 	 	 
			(b) 	
      every office the Consultant’s Designated Representatives
      may hold or acquire, and every property the Consultant or its Associates
      may possess or acquire, whereby directly or indirectly a duty or interest
      might be created in conflict with the interests of the Company or the
      Consultant’s duties and obligations under this Agreement; and

	 	 	 	 
			(c) 	
      the nature and extent of any conflict referred to in
      clause (b) above.

	 	 	 	 
			
      In this Agreement the expression “Associate ”
      shall include all those persons and entities that are included within the
      definition or meaning of “associate” as set forth in Section 1(1) of the
      Business Corporations Act (British Columbia), as amended, or any
      successor legislation of similar force and effect, and shall also include
      the Consultant’s Designated Representatives’ spouse, children, parents,
      brothers and sisters.

	 	 	 	 
		9.2 	
      The Consultant acknowledges that it is the policy of the
      Company that all interests and conflicts of the sort described in Section
      8.1 be avoided, and the Consultant agrees to



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      comply with all policies and directives of the board of
      directors of the Company from time to time regulating, restricting or
      prohibiting circumstances giving rise to interests or conflicts of the
      sort described in Section 8.1. During the term of this Agreement with the
      Company, without prior approval, in the Company’s sole discretion, the
      Consultant shall not enter into any agreement, arrangement or
      understanding with any other person or entity that would in any way
      conflict or interfere with this Agreement or the Consultant’s duties or
      obligations under this Agreement or that would otherwise prevent the
      Consultant from performing its obligations hereunder, and the Consultant
      represents and warrants that the Consultant or its Associates have not
      entered into any such agreement, arrangement or understanding.

	 	 	 
	10. 	
      ASSIGNMENT AND SUBCONTRACTING

	 	 	 
		10.1 	
      Neither party may assign this Agreement in whole or in
      part.

	 	 	 
		10.2 	
      The Consultant may subcontract the provision of the
      Services or any obligation of the Consultant under this Agreement, subject
      to the prior written approval of the Company, which approval may be
      withheld for any reason. Subcontracting shall not derogate from the
      liability of the Consultant to perform the Services or its obligations
      hereunder.

	 	 	 
	11. 	
      NOTICES

	 	 	 
		11.1 	
      Any notic e required or permitted to be given under this
      Agreement will be in writing and may be delivered personally or by telex
      or facsimile or by pre-paid registered post addressed to the parties at
      the above mentioned addresses or at such address of which notice may be
      given by either of such parties. Any notice will be deemed to have been
      received if personally delivered or by telex or facsimile, on the date of
      delivery and if mailed as aforesaid, then on the fourth business day after
      the day of mailing.

	 	 	 
	12. 	
      AMENDMENTS AND WAIVER

	 	 	 
		12.1 	
      This Agreement may only be amended by further written
      agreement executed and delivered by all of the parties or their agents.
      Except as otherwise provided, no waiver or consent by a party to any
      breach or default by any other party will be effective unless evidenced in
      writing, executed and delivered by the party so waiving or consenting and
      no waiver or consent effectively given as aforesaid will operate as a
      waiver of or consent to any further or other breach or default in relatio
      n to the same or any other provision of this Agreement.

	 	 	 
	13. 	
      INTERPRETATION

	 	 	 
		13.1 	
      This Agreement will be governed by and construed in
      accordance with the laws of the Province of British Columbia.
      Notwithstanding the foregoing, it is agreed that either party may commence
      an action in respect of the enforcement of rights hereunder in any
      jurisdiction in which the other party resides, has assets, carries on
      business or has an office.

	 	 	 
		13.2 	
      All headings used in this Agreement are for convenience
      of reference only and are not to be used in the aid of interpretation of
      this Agreement.



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SCHEDULE “A”

Services to be provided, when requested by the Company are as
follows:

	1. 	
      To assist the Company in data collection in order to
      allow the Company to complete due diligence regarding the
    Transaction.

	 	 
	2. 	
      To recommend services providers to the Company for the
      development of the Property

	 	 
	3. 	
      To assist the Company, as requested, in dealings with
      Uranerz Energy Corporation regarding, among other things, the possibility
      of joint permitting.

	 	 
	4. 	
      Such services as the Company may reasonably require in
      furtherance of the closing of the Transaction.



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