Filed by sedaredgar.com - American Uranium Corporation - Exhibit 10.3






BAYSWATER URANIUM CORPORATION
Suite 510-510 Burrard
Street 
Vancouver, British Columbia, V6C 3A8 


August 20, 2009 

American Uranium Corporation
600 17th Street, Suite
2800 South 
Denver, CO, 80202-5428 USA 

Attention: Robert Rich, President 


	Re: 	Sale of AUC LLC (“AUC”) and Related Matters
  


We write further to our recent discussions regarding a
transaction involving:

	 	(a) 	
      the sale of AUC (the “Sale
      Transaction”), a Delaware company and a wholly owned subsidiary
      of Strathmore Resources (U.S.) Ltd. (“ Strathmore”),
      holding the mineral rights and claims and, including but not limited to,
      data, permits, permit applications and information representing the
      mineral property known as the Reno Creek Property (the
      “Property”) by Strathmore to NCA Nuclear Inc.
      (“NCA”), a wholly owned subsidiary of Bayswater Uranium
      Corporation (“Bayswater”);

	 	 	 
	 	(b) 	
      and the assignment of all of Strathmore’s rights and
      obligations pursuant to an option and joint venture agreement dated August
      20, 2007 (the “Option Agreement”) and pursuant to the
      limited liability company operating agreement of AUC dated January 3, 2008
      (the “Operating Agreement” and collectively with the
      Option Agreement, the “ AUC Agreements”) between
      Strathmore and American Uranium Corporation (“ American
      Uranium”) (collectively with Bayswater, the “
      Parties”) to NCA; 




	 	(c) 	
      the subsequent termination of the AUC Agreements by NCA
      and American Uranium; and

	 	 	 
	 	(d) 	
      the sale to Bayswater of all associated claims, leases,
      option agreements, licenses, permits, permit applications and other
      documents evidencing title or licenses in respect to the Property; all
      documents and information concerning exploration, development and mining
      activities, including but not limited to, electronic and hard copy files,
      reports, data and all information relating to feasibility, engineering,
      metallurgical and economic studies, environmental permits and
      environmental permit applications, including but not limited to the deep
      well injection permit, geological, geochemical, geophysical, drilling and
      sampling data, including but not limited to any drill hole or other data
      base acquired by American Uranium; and equipment in respect to the
      Property in American Uranium’s possession and control, as set forth in
      Schedule “A” hereto (the “AU Assets”)
..



The purpose of this binding letter agreement (the
“Agreement”) is to set forth the terms of a transaction under
which American Uranium shall consent to the assignment of the AUC Agreements to
NCA, agree to the termination of the AUC Agreements and shall sell the AU Assets
to Bayswater (the "Transaction"). 





	1. 	
      Purchase

	 	 
	1.1 	
      Consent to Assignment and Agreement to Terminate –
      American Uranium hereby agrees and consents to the assignment to NCA or
      its nominee of all of Strathmore’s rights, title and interests in and to
      the AUC Agreements and to the termination of the AUC Agreements
      immediately thereafter and to sell to Bayswater or its nominee the AU
      Assets, all in exchange of the Purchase Price (as hereinafter
    defined).

	 	 
	1.2 	
      Purchase Price – The purchase price shall be
      US$2,000,000 (the “Purchase Price”), of which
      US$1,000,000 shall be paid in cash and of which US$1,000,000 may be paid
      in cash or through the issuance of common shares of Bayswater, as
      constituted on the Closing Date (as hereinafter defined), at a deemed
      price representing the price of any securities of Bayswater to be issued
      pursuant to the Financing (as hereinafter defined) (the “Shares”) at the
      discretion of Bayswater at Closing (as hereinafter defined). Bayswater
      covenants that in the event that the Financing exceeds US$36,000,000, it
      shall pay the Purchase Price to American Uranium entirely in
  cash.

	 	 
	1.3 	
      Resale Restrictions - The Parties acknowledge that
      the Shares in the capital of Bayswater to be issued and delivered pursuant
      to this agreement will be subject to a hold period under the applicable
      policies of the TSX Venture Exchange (the “TSX -V”) and the applicable
      Canadian securities laws.

	 	 
	1.4 	
      Consolidation or Reorganization – The Parties
      acknowledge and agree that in order to complete the Financing necessary
      for the completion of the Transaction and the Sale Transaction, Bayswater
      may be required to complete a reorganization of its share capital, as
      currently constituted, including a consolidation of its share capital,
      which reorganization will complete on or before the Closing
Date.

	 	 
	1.5 	
      Issuance of Shares - In the event any Shares are
      issued to American Uranium as part of the Purchase Price as provided in
      Section 1.2, Bayswater acknowledges and agrees that American Uranium will
      be required to sell any such Shares into the public market within one year
      of Closing pursuant to regulations of the Securities and Exchange
      Commission (SEC).

	 	 
	1.6 	
      Right of First Refusal - Bayswater shall have the
      first right to repurchase or arrange for the purchase of the Shares in the
      event that American Uranium wishes to dispose of any such Shares. In the
      event that American Uranium wishes to dispose of all of any portion of the
      Shares, it must notify Bayswater in writing, which shall have five
      business days from receipt of such notice to repurchase or arrange for the
      purchase of such Shares on terms satisfactory to American Uranium, as set
      forth in the written notice, failing which American Uranium shall be
      permitted to dispose of such Shares at its discretion.

	 	 
	2. 	
      Due Diligence

	 	 
	2.1 	
      Due Diligence - This Agreement and the Transaction
      is subject to Bayswater having a period from the date of this Agreement
      until the Closing Date to conduct a due diligence review of the Property
      and AU Assets (the “Due Diligence Review”). At the end of
      the Due Diligence Review, Bayswater may in its sole discretion
    decide:








	 	(a) 	
      not to proceed with the Transaction and Sale Transaction,
      and in such case Bayswater will provide American Uranium with written
      notice of such decision and this Agreement will then terminate and the
      parties will have no further obligations to each other; or

	 	 	 
	 	(b) 	
      to proceed with the Transaction;



provided however that Bayswater may not
proceed with the Sale Transaction unless this Transaction is completed. 

	2.2 	
      American Uranium Bound to Agreement During Due
      Diligence Review – Notwithstanding that Section 2.1 leaves discretion
      in Bayswater to complete the Transaction or not, American Uranium agrees
      that upon the acceptance of this Agreement by Bayswater, American Uranium
      will be bound by this Agreement during the Due Diligence Review (and
      afterwards in accordance with section 2.1 (b)), and will not be able to
      revoke or withdraw its acceptance of the terms of this Agreement during
      such time, and for certainty American Uranium agrees that upon the
      satisfaction of Bayswater’s Due Diligence Review within the time herein
      set out, American Uranium will continue to be bound by the Agreement in
      accordance with the terms hereof.

	 	 
	2.3 	
      Confidentiality Agreements - Each of the Parties
      agree that all information and documents obtained from the other Party
      will be kept confidential and the contents thereof will not be disclosed
      to any person, except as provided in that Non-Disclosure and
      Confidentiality Agreement entered into between American Uranium and NCA
      Nuclear Inc. of May 26, 2009 (the “ Non-Disclosure and
      Confidentiality Agreement”), without the prior written consent of
      the Parties and that the rights and obligations of the Parties pursuant to
      the Non- Disclosure and Confidentiality Agreement shall continue to remain
      in full force and effect during the term of this Agreement until
      terminated pursuant to its terms. Bayswater further covenants and agrees
      that in consideration of American Uranium’s promises as set out in this
      Agreement, Bayswater agrees to be bound by the terms of the Non-Disclosure
      and Confidentiality Agreement as though it were another party to same,
      during the term of this Agreement until terminated pursuant to its
      terms.

	 	 
	3. 	
      Closing

	 	 
	3.1 	
      Closing - The completion of the Transaction (the “
      Closing”) will be at the offices of Armstrong Simpson
      2080 – 777 Hornby Street, Vancouver, British Columbia, or such other place
      or date as may be mutually agreed by the Parties, at 10:00 a.m. (Vancouver
      time) on the earlier of the 2nd business day after receipt of all
      necessary, shareholder and regulatory approvals and satisfaction and
      waiver of all applicable conditions precedent or the date which is 120
      days from the date of this Agreement or such later date as the Parties may
      agree upon in writing (the “ Closing Date ”).

	 	 
	4. 	
      Conditions Precedent

	 	 
	4.1 	
      Conditions Precedent - In addition to any other
      conditions precedent contained in this Agreement, the completion of the
      Transaction shall be subject to the following conditions precedent which
      conditions precedent being waived or satisfied by Bayswater prior to the
      Closing Date:








		(a) 	
      the representations and warranties of the Parties
      contained in this Agreement shall be deemed to have been made again on the
      Closing Date and shall then be true and correct as of that date;

	 	 	 
		(b) 	
      Bayswater shall have completed a financing to raise gross
      proceeds of a minimum of US$36,000,000 (the “ Financing
      ”);

	 	 	 
		(c) 	
      Bayswater, through NCA, shall have completed the purchase
      of AUC from Strathmore on or before the Closing Date pursuant to a formal
      share purchase agreement (the “Share Purchase
      Agreement”);

	 	 	 
		(d) 	
      satisfactory completion of the Due Diligence Review by
      Bayswater per Section 2.1(b);

	 	 	 
		(e) 	
      as at the Closing Date, there being no legal proceeding
      or regulatory actions, investigation or proceedings against or threatened
      against either of AUC or the Property, except as disclosed in this
      Agreement, the agreement concerning the Sale Transaction and any
      applicable schedules thereto;

	 	 	 
		(f) 	
      there being no prohibition at law against the
      consummation of the Transaction;

	 	 	 
		(g) 	
      material compliance by American Uranium with the terms of
      this Agreement;

	 	 	 
		(h) 	
      there shall be no material breach of the covenants of
      American Uranium contained herein; and

	 	 	 
		(i) 	
      receipt of all necessary governmental and regulatory
      approvals in respect of the Transaction, including but not limited to, the
      approval of the TSX Venture Exchange (the “TSX-V”) and
      any required shareholder approvals.

	 	 	 
		
      The above conditions are for the sole benefit of
      Bayswater and if they are not fulfilled and/or performed on or before the
      Closing Date, then Bayswater may waive any such condition without
      prejudice to the fulfillment and/or performance of any other condition or
      conditions or in the alternative, Bayswater may withdraw from this
      Agreement without further liability or obligations on the part of
      Bayswater, without any prejudice to any of the remedies which Bayswater
      may have hereunder or at law.

	 	 	 
	4.2 	
      Conditions Precedent American Uranium - The
      completion of American Uranium’s agreement and obligations pursuant to
      this Agreement shall be conditional upon receipt of all necessary
      government and regulatory approvals in respect of this Transaction and the
      Sale Transaction, as well as approval of American Uranium’s shareholders.
      .

	 	 	 
	5. 	
      Representations and Warranties

	 	 	 
	5.1 	
      Mutual Representations: Each of the Parties to
      this Agreement hereby represent and warrant to the other that:

	 	 	 
		(a) 	
      it has been duly incorporated and is a valid and
      subsisting body corporate under the laws of its jurisdiction of
      incorporation;








		(b) 	
      it has duly obtained all necessary governmental,
      corporate and other authorizations for its execution and performance of
      this Agreement, and the consummation of the transactions contemplated
      herein will not, with the giving of notice or the passage of time, or
      both, result in a breach of, constitute a default under, or result in the
      creation of any encumbrances on its assets under the terms or provisions
      of any law applicable to it, its constating documents, any resolution of
      its directors or shareholders or any indenture, agreement or other
      instrument to which it is a party or by which it or its assets may be
      bound;

	 	 	 
		(c) 	
      no proceedings are pending for, and it is unaware of any
      basis for the institution of any proceedings leading to, its dissolution
      or winding up or the placing of it in bankruptcy or its subjection to any
      other law governing the affairs of bankrupt or insolvent persons;
    and

	 	 	 
		(d) 	
      it has full right, power and authority to enter into and
      accept the terms of this Agreement and to carry out the transactions
      contemplated herein.

	 	 	 
	5.2 	
      Representations and Warranties of American Uranium
      – American Uranium hereby represents and warrants as
follows:

	 	 	 
		(a) 	
      the AUC Agreements are in good standing, with the
      exception that Strathmore has not yet completed the transfer of title to
      certain portions of the Property or STM Assets to AUC as required pursuant
      to the AUC Agreements;

	 	 	 
		(b) 	
      the AU Assets represent all of the data, permits,
      information and equipment concerning the Property and held in the name of
      American Uranium or within its control and relating to the Property;
      and

	 	 	 
		(c) 	
      to American Uranium’s knowledge, information and belief,
      there are no actual, alleged or potential adverse claims, challenges,
      suits, actions, prosecutions, investigations or proceedings against or to
      the ownership of or title to the Property or any portion thereof, nor to
      the best of American Uranium’s knowledge is there any basis
    therefor.

	 	 	 
	5.3 	
      Representations and Warranties of Bayswater –
      Bayswater hereby represents and warrants as follows:

	 	 	 
		(a) 	
      Bayswater is authorized to issue an unlimited number of
      common shares;

	 	 	 
		(b) 	
      all necessary corporate action (including any necessary
      action by its directors or shareholders) has been taken by Bayswater to
      duly authorize the issue of the Shares as fully paid and non-assessable
      shares; and

	 	 	 
		(c) 	
      its common shares are listed on the TSX -V and Bayswater
      is in substantial compliance with its listing agreement with the TSX
      -V.








	6. 	
      Covenants

	 	 	 
	6.1 	
      Covenants of American Uranium -- American Uranium
      hereby covenants with and to Bayswater that:

	 	 	 
		(a) 	
      until earlier of the Termination Date (as hereinafter
      defined) and the Closing Date, it will provide Bayswater with all of the
      technical data, if any, in American Uranium’s possession or over which
      American Uranium has control relating to exploration activities on the
      Property and pursuant to the Area of Common Interest as provided in the
      Operating Agreement; and

	 	 	 
		(b) 	
      on or before the Closing, American Uranium will ensure
      that the AU Assets shall be transferred into the name of Bayswater or its
      designated nominee and shall bear the costs of same.

	 	 	 
	6.2 	
      Covenants of Bayswater – Bayswater hereby
      covenants with and to American Uranium as follows:

	 	 	 
		(a) 	
      Bayswater agrees to enter into a consulting agreement
      with American, in substantially the form attached hereto as Schedule “B”,
      whereby, American Uranium will provide services as requested by Bayswater
      at a rate of US$30,000 per month plus expenses commencing upon signing of
      this Agreement and until closing of the Transaction. Bayswater and
      American Uranium agree that any extension of such agreement beyond the
      Closing Date shall be at the discretion of Bayswater on terms satisfactory
      to both Parties. In the event the Sale Transaction is terminated, then
      this Transaction shall be automatically terminated and such consulting
      agreement and all obligations thereunder shall cease and terminate at the
      same time the Transaction is terminated; and

	 	 	 
		(b) 	
      Bayswater further agrees to enter into a consultancy
      agreement with American Uranium, in substantially the form attached hereto
      as Schedule “C”, whereby, American Uranium will provide services to assist
      Bayswater in its sales and marketing of uranium product produced from the
      Property subject to completion of the Transaction, Sale Transaction, and
      further due diligence of Bayswater in its discretion, any such agreement
      to be entered into on mutually agreed terms and at such time as Bayswater
      elects pursuant to its development plans on the
Property.




	7. 	
      Confidentiality and Public Disclosure

	 	 
	7.1 	
      Confidentiality - No disclosure or announcement,
      public or otherwise, in respect of this Agreement or the transactions
      contemplated herein will be made by any of the Parties without the prior
      approval of each of the other Parties as to timing, content and method,
      hereto, provided that the provisions of this section will not prevent any
      Party from making, after consultation with each other Parties, such
      disclosure as its counsel advises is required by applicable law or the
      rules and policies of the TSX -V and SEC.

	 	 
	7.2 	
      Press Releases - Following the execution of this
      Agreement and until the earlier of the Termination Date or the Closing
      Date, no public press release in relation to any matter shall be issued by
      the Parties concerning the Transaction without reasonable notice to, and
      the prior consent of the other Parties (such consent not to be
      unreasonably withheld), provided








		
      that the provisions of this section will not prevent any
      Party from making, after consultation with the other Party, such
      disclosure as its counsel advises is required by applicable law or the
      rules and policies of the TSX-V and SEC and any press release so issued
      shall conform in all respects with applicable securities laws.

	 	 	 
	7.3 	
      Disclosure - Unless and until the transactions
      contemplated in this Agreement have been completed, or the Termination
      Date, except with the prior written consent of each of the other Parties,
      each of the Parties hereto and their respective employees, officers,
      directors, shareholders, agents, advisors and other representatives will
      hold all information received from each other Party in strictest
      confidence, except such information and documents available to the public
      or as are required to be disclosed by applicable law. All such information
      in written form and documents will be returned to the Party originally
      delivering them in the event that the transactions provided for in this
      Agreement are not consummated.

	 	 	 
	8. 	
      Termination

	 	 	 
	8.1 	
      Termination - This Agreement shall terminate on
      the date ("Termination Date") any of the following occurs:

	 	 	 
		(a) 	
      by mutual written agreement of the Parties;

	 	 	 
		(b) 	
      by written notice of Bayswater to American Uranium
      pursuant to Section 2.1(a) that it has determined as a result of its Due
      Diligence Review it is not prepared to complete the Transaction;
  or

	 	 	 
		(c) 	
      automatically if the Transaction is not closed on or
      before 5:00 pm (Vancouver Time) on the date which is 120 days from the
      date of this Agreement or such later date as the Parties may agree upon in
      writing.

	 	 	 
		
      Upon termination of this Agreement, the Parties shall
      have no further obligations hereunder, except as stated in Article 7 of
      this Agreement and the Non-Disclosure and Confidentiality Agreement, which
      shall survive any such termination.

	 	 	 
	9. 	
      Arbitration

	 	 	 
	9.1 	
      All questions or matters in dispute under this Agreement
      shall be submitted to arbitration pursuant to the terms hereof.

	 	 	 
	9.2 	
      It shall be a condition precedent to the right of any
      party to submit any matter to arbitration pursuant to the provisions
      hereof, that any party intending to refer any matter to arbitration shall
      have given not less than 10 days' prior notice of its intention to do so
      to the other party, together with particulars of the matter in dispute. On
      the expiration of such 10 days, the party who gave such notice may proceed
      to refer the dispute to arbitration as provided in section 9.3.

	 	 	 
	9.3 	
      The party desiring arbitration shall appoint one
      arbitrator, and shall notify the other party of such appointment, and the
      other party shall, within 15 days after receiving such notice, either
      consent to the appointment of such arbitrator which shall then carry out
      the arbitration or appoint an arbitrator, and the two arbitrators so
      named, before proceeding to








		
      act, shall, within 30 days of the appointment of the last
      appointed arbitrator, unanimously agree on the appointment of a third
      arbitrator to act with them and be chairman of the arbitration herein
      provided for. If the other party shall fail to appoint an arbitrator
      within 15 days after receiving notice of the appointment of the first
      arbitrator, the first arbitrator shall be the only arbitrator. If the two
      arbitrators appointed by the parties shall be unable to agree on the
      appointment of the chairman, the chairman shall be appointed under the
      provisions of the Commercial Arbitration Act of British
      Columbia. Except as specifically otherwise provided in this section, the
      arbitration herein provided for shall be conducted in accordance with such
      Act. The chairman, or in the case where only one arbitrator is appointed,
      the single arbitrator, shall fix a time and place in Vancouver, British
      Columbia, for the purpose of hearing the evidence and representations of
      the parties, and he shall preside over the arbitration and determine all
      questions of procedure not provided for under such Act or this section.
      After hearing any evidence and representations that the parties may
      submit, the single arbitrator, or the arbitrators, as the case may be,
      shall make an award and reduce the same to writing, and deliver one copy
      thereof to each of the parties. The expense of the arbitration shall be
      paid as specified in the award.

	 	 
	9.4 	
      The parties agree that the award of a majority of the
      arbitrators, or in the case of a single arbitrator, of such arbitrator,
      shall be final and binding upon each of them.

	 	 
	10. 	
      Miscellaneous

	 	 
	10.1 	
      The Parties agree to perform or cause to be performed all
      such acts and deeds as may be required to give full force and effect to
      the terms and provisions set out herein and to cooperate with each other
      and each other’s counsel and other professional advisors in the
      preparation, execution and delivery of any and all documents or
      instruments necessary to give full force and effect to the terms and
      provisions set out herein and any other documents required to give effect
      hereto.

	 	 
	10.2 	
      No waiver by any of the Parties hereto shall be effective
      unless in writing, and a waiver shall affect only the matter, and the
      occurrence thereof, specifically identified in the writing granting such
      waiver, and shall not extend to any other matter or occurrence.

	 	 
	10.3 	
      This Agreement shall be governed by the laws of the
      Province of British Columbia and the federal laws of Canada applicable
      therein, and the Parties hereby attorn to the jurisdiction of the Court of
      British Columbia.

	 	 
	10.4 	
      This Agreement may not be assigned by any of the Parties
      hereto without the prior written consent of the other Parties.

	 	 
	10.5 	
      Time shall be of the essence.

	 	 
	10.6 	
      This Agreement may be executed in counterparts and
      delivered by facsimile, each of which shall be deemed to be an original
      but all of which together shall constitute one and the same
    agreement.



















SCHEDULE “A” 

THE AU ASSETS


	1. 	
      A Deep Well Injection Permit Number UIC 98-092 dated_June
      4, 1998_granted by the Wyoming Department of Environmental Quality_to
      International Uranium (USA) Corporation which was subsequently transferred
      April 23, 2001 to Rio Algom Mining Corp. and thereafter subsequently
      transferred by Rio Algom on July 2, 2002 to Power Resources, Inc., a
      wholly owned subsidiary of Cameco Corporation which subsequently changed
      its name to Cameco Resources and thereafter by Bill of Sale dated April
      15, 2008 Power Resources, Inc. sold the said permit to AUC LLC and
      executed a transfer to AUC LLC dated March 26, 2008, which permit and
      transfer document are held in trust by Amercian Uranium for AUC
  LLC.

	 	 
	2. 	
      A data base acquired by American Uranium Corporation
      pursuant to a Purchase Agreement dated October 9, 2007 and subsequent Bill
      of Sale dated November 21, 2007 between Power Resources, Inc., a wholly
      owned subsidiary of Cameco Corporation, and American Uranium
      Corporation.

	 	 
	3. 	
      Any and all other associated claims, leases, option
      agreements, licenses, permits, permit applications and other documents
      evidencing title or licenses in respect to the Property; all documents and
      information concerning exploration, development and mining activities,
      including but not limited to, electronic and hard copy files, reports,
      data and all information relating to feasibility, engineering,
      metallurgical and economic studies, environmental permits and
      environmental permit applications, including but not limited to the deep
      well injection permit pursuant to paragraph 1. above, geological,
      geochemical, geophysical, drilling and sampling data, including but not
      limited to any drill hole or other data base acquired by American Uranium;
      and equipment in respect to the Property in American Uranium’s possession
      and control.







SCHEDULE “B”

CONSULTING AGREEMENT




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



1





		
       
	
      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.



2





	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.



3





		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.



4





	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



5





		
       
	
      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.



6





	13.3 	
      If any term, covenant or condition of this Agreement or
      the application thereof to any party or circumstances is deemed to be
      invalid or unenforceable to any extent, the remainder of this Agreement or
      the application of such term, covenant or condition to a party or
      circumstances other than those to which it is held invalid or
      unenforceable will not be affected thereby and each remaining term,
      covenant or condition of this Agreement will be enforceable to the fullest
      extent permitted by law.

	 	 
	13.4 	
      This Agreement shall be binding upon and enure to the
      benefit of the Company and its successors and assigns.

	 	 
	13.5 	
      Time shall be of the essence.

	 	 
	13.6 	
      This Agreement may be executed in any number of
      counterparts, each of which so executed shall be deemed to be an original,
      and such counterparts will together constitute but one
  Agreement.



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

BAYSWATER URANIUM CORPORATION

By: 
___________________________________
                   
Authorized Signatory 


AMERICAN URANIUM CORPORATION


By: 
___________________________________
                   
Authorized Signatory 


7




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.



8




SCHEDULE “C”

 

CONSULTANCY AGREEMENT




CONSULTANCY 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” );

	 	 
	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 interest 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 as further detailed in Schedule “A” and such related services
      as the Company may request from time to time;

	 	 
	E. 	
      Robert Rich, (the “Consultant’s Designated
      Representative”), is a director and officer of the Consultant and is
      qualified to provide the services on behalf of the Consultant;
  and



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. 	 TERM

	 	 	 
		1.1 	 This Agreement shall commence, subject to
        closing of the Transaction, on June 1, 2010 or such subsequent date as
        the parties may mutually agree pursuant to the Company’s development
        and operational plans on the Property (the “Effective Date ”)
        until the earlier of:

	 	 	 
			
      1.1.1 
	24 months following the Effective Date;


1





		
       
	
      1.1.2 
	one Party providing the other Party 90 day’s
      notice of its election to terminate this Agreement, provided however that
      the Agreement must either have been in effect at least six months, or the
      Company must agree at the time of providing notice of termination that the
      Company shall make such payments to the Consultant as though the Agreement
      would be in effect for six months plus the 90 day notice period; and
	 	 	 	 
			1.1.3 	
      the termination of this Agreement pursuant to Section 1.2
      below or upon the mutual written agreement of the parties.

	 	 	 	 
			
      Any amounts due to the Consultant pursuant to section
      3.2.2 shall continue to be paid the Consultant, notwithstanding the
      termination of this Agreement.

	 	 	 	 
		1.2 	
      Notwithstanding section 1.1, and without prejudice to any
      other rights or remedy the Company may possess, the Company may terminate
      this Agreement forthwith by written notice to the Consultant at any time
      if:

	 	 	 	 
			1.2.1 	
      The Consultant breaches any obligation hereunder and such
      breach is not remedied by it within 60 days of receiving written notice of
      the breach from the Company; or

	 	 	 	 
			1.2.2 	
      The Consultant or the Consultant’s Designated
      Representative, says or publishes or causes to be done, said or published
      anything which is or may be to the detriment, loss, damage or injury,
      either directly or indirectly, of the Company or its affiliates (as such
      term is defined pursuant to the Business Corporations Act (British
      Columbia).

	 	 	 	 
		1.3 	
      If the Company terminates this Agreement pursuant to
      section 1.2, all payments due to the Consultant pursuant to section 3.2,
      except payments due pursuant to sections 3.2.2 or pursuant to sections
      3.2.4 and 3.2.5 to the extent that such amounts are incurred pre-
      termination, shall cease at the date of termination.

	 	 	 	 
	2. 	
      RESPONSIBLITIES OF THE CONSULTANT

	 	 	 	 
		2.1 	
      The Consultant shall provide the consulting services (the
      “Services”) to the Company exclusively and shall not provide the
      Services to any other clients. The Services for the purposes of this
      Agreement, are as set out in Schedule “A”. The Consultant shall provide
      the Services to the Company within United States and Canada
only.

	 	 	 	 
		2.2 	
      The Company shall at all times be free to conduct its own
      marketing and sales of Product (as hereinafter defined) in any
      jurisdiction; provided however, that within the United States and Canada
      the Company shall provide the Consultant with notice of any such marketing
      and sales activities (in this section the “Activities”) to ensure the
      Activities are carried out and completed with coordination of the
      Services, and that the Company will make payment to the Consultant in
      accordance with Sections 3.2.2 and 3.2.3 for any and all Contracts
      completed during the term of this Agreement.

	 	 	 	 
		2.3 	
      The Consultant acknowledges and agrees to comply with
      Bayswater’s code of conduct as posted on the Company’s website, as it may
      be amended from time to time.



2





	 	2.4 	 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.

	 	 	 
	 	2.5 	 The Consultant shall, during the term of this Agreement,
        and thereafter, keep confidential and not disclose to any third party,
        without the prior written consent of the Company, any and all technical,
        commercial, financial or marketing information coming into the possession
        of the Consultant pursuant to this Agreement, except any such information
        which is or becomes public knowledge otherwise than by the default of
        the Consultant or which becomes lawfully available to the Consultant otherwise
        than directly or indirectly from the Company (“Confidential Information”).
        The Consultant may only make use of Confidential Information in connection
        with the performance of this Agreement. The Consultant undertakes to return
        to the Company immediately upon the termination of this Agreement for
        any reason whatsoever all papers, documents, plans and drawings, including
        any copies thereof and to permanently delete all electronic versions thereof.

	 	 	 
	 	2.6 	 The Consultant and the Consultant’s Designated
        Representative agree to provide the Services to fulfill the rights and
        obligations of this Agreement and not to substitute the services of any
        other person therefore, without the prior written consent of the Company.

	 	 	 
	 	2.7 	 The Company shall be beneficially entitled to all inventions,
        designs, discoveries, information, modifications or improvements of any
        kind whatsoever made by the Consultant arising from the performance of
        the Services, and the Consultant shall, at the request of the Company,
        execute all instruments and perform all acts necessary to effectively
        vest all right, title and interest in such inventions, designs, discoveries,
        information, modifications or improvements in the Company free from all
        encumbrances, so that the Company may obtain all intellectual property
        protection that it may require in the United States of America, Canada
        or anywhere else in the world.

	 	 	 
	 	2.8 	 The Consultant shall perform the Services as an independent
        contractor and not as an agent or employee of the Company. The Consultant
        shall not have the power or authority to bind the Company in any respect
        and shall ensure that customers and potential customers are aware of the
        foregoing limitations upon the authority of the Consultant. 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.

	 	 	 
	 	2.9 	 The Consultant may consult third parties provided that,
        in the absolute discretion of the Company, the Company believes that there
        is no conflict of interest arising from the Consultant undertaking such
        consultancy for any third party. If the Company believes that the Consultant
        has a conflict of interest between the Services and a third parry, the
        Company may, by notice to the Consultant, require the Consultant to cease
        performing such third party consultancy work at any time for any particular
        third party.

	 	 	 
	 	2.10 	 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.



3





	3. 	
      RESPONSIBLITIES OF THE COMPANY

	 	 	 	 
		3.1 	
      The Company shall provide the Consultant with directions
      and limitations for the Services provided by the Consultant.

	 	 	 	 
		3.2 	
      The Company, in consideration of the provision of the
      Services by the Consultant shall pay the following fees, which are to be
      determined on or before the Effective Date by the mutual agreement of the
      Consultant and the Company based on standard industry practice:

	 	 	 	 
			3.2.1 	
      Pay to the Consultant a fee per month payable in advance
      by the first day of each month commencing on the Effective Date;

	 	 	 	 
			3.2.2 	
      Pay the Consultant, within 30 days of the payment of the
      amount to the Company, a commission of ___% of the amount received in
      payment of invoices issued by the Company for Product sold under Contracts
      concluded during the term of this Agreement. The Company shall continue to
      pay the Consultant commissions pursuant to this section 3.2.2
      notwithstanding the termination of the Agreement pursuant to Article
    3;

	 	 	 	 
			3.2.3 	
      For the purposes of this Agreement: “Product” means
      unirradiated natural uranium ore concentrates in the form of U3
      O8 or uranium hexafluoride in the form of UF6
      ; “Contracts” means a binding and legally enforceable commitment by
      a purchaser residing in the United States of America or Canada to purchase
      Product on terms acceptable to the company, including extensions,
      amendments or variations of the contract, provided that such extension,
      amendment or variation is concluded during the terms of this Agreement and
      made in writing;

	 	 	 	 
			3.2.4 	
      Reimburse the Consultant, monthly in arrears within 30
      days of the submission by the Consultant of an invoice therefore, for
      expenses reasonably incurred on behalf of the Company including travel
      expenses, accommodation and meals, customer entertainment, conference
      expenses, communication expenses and other reasonable expenses agreed to
      by the Company in writing prior to the expenditure being incurred. 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; and

	 	 	 	 
			3.2.5 	
      Reimburse the Consultant, within 30 days of the
      submission by the Consultant of an invoice therefore, the reasonable costs
      of a visit, at least once every two years, to the Reno Creek Property in
      Wyoming.

	 	 	 	 
	4. 	
      RENEWAL OF AGREEMENT



The Company and the Consultant shall meet during the last
quarter of the next calendar year following the year in which the Effective Date
falls, and the last quarter of any subsequent calendar year in which this
Agreement is in effect, when agreed by both parties to review the renewal of
this Agreement and the

4




quantum of the fee payable to the Consultant pursuant to section
  3.2.1 and other terms of the Agreement upon such renewal. If no amendment to
  such fee can be agreed by the parties then this Agreement shall terminate upon
  the expiration of this Agreement’s term as set forth in section 1.1. If
  a fee is agreed by the parties it shall apply from January 1 of the next following
  calendar year and this Agreement shall be renewed pursuant to the terms agreed
  to by the parties.   

	5. 	 ASSIGNMENT



The Consultant may not assign this Agreement without the prior
written consent of the Company. The Company may provide or refuse its consent at
its sole discretion. The Company may not assign this Agreement without the prior
written consent of the Consultant and such consent shall not be unreasonably
withheld.

	6. 	
      INDEMNITIES

	 	 	 
		6.1 	
      The Company shall not, during the term of this Agreement
      or thereafter, be liable for any act or omission 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 by way of the Consultant’s negligence or willful
      misconduct.

	 	 	 
		6.2 	
      The Consultant shall indemnif y, during the term of this
      Agreement and thereafter, the Company, against any and all claims,
      demands, actions brought or instituted by any third party in connection
      with, related to or arising by way of negligence, out of any act or
      omission, or any willful misconduct by the Consultant during the term of
      this Agreement and at any time thereafter.

	 	 	 
		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
      arising by way of negligence or otherwise out of the performance of the
      Services and against all costs, claims and demands incurred or made in
      connection with such loss, damage, sickness, injury or death except to the
      extent that such loss, sickness, injury or death is due to negligence of
      the part of the Company.

	 	 	 
	7. 	
      NOTICES



All notices or other communications shall be given in writing
by each party to the other at the following address: 

To the Company: 

Bayswater Uranium Corporation 
510-510 Burrard Street

Vancouver, B.C., V6C 3A8 

Attention: George Leary 

Email: gleary@bayswateruranium.com

To the Consultant


5




American Uranium Corporation 
600 17th Street Suite 2800
South,
Denver, CO, 80202-5428 USA 

Attention: Robert Rich 

Email: robert.rich@americanuraniumcorp.com.

	8. 	 JURISDICTION 



The law of this Agreement shall be the laws of the Province of
  British Columbia and the parties hereby submit to the exclusive jurisdiction
  of the courts of that province and all courts competent to hear appeals therefrom.

	9. 	 AMENDMENT AND WAIVER



Any amendment or variation to this Agreement shall be in writing
  and executed by or on behalf of the parties. 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 relation to the same or any other provision of this Agreement. 

	10. 	
      INTERPRETATION

	 	 	 
		10.1 	
      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.

	 	 	 
		10.2 	
      If any term, covenant or condition of this Agreement or
      the application thereof to any party or circumstances is deemed to be
      invalid or unenforceable to any extent, the remainder of this Agreement or
      the application of such term, covenant or condition to a party or
      circumstances other than those to which it is held invalid or
      unenforceable will not be affected thereby and each remaining term,
      covenant or condit ion of this Agreement will be enforceable to the
      fullest extent permitted by law.

	 	 	 
		10.3 	
      This Agreement shall be binding upon and enure to the
      benefit of the Company and its successors and assigns.

	 	 	 
		10.4 	
      Time shall be of the essence.

	 	 	 
		10.5 	
      This Agreement may be executed in any number of
      counterparts, each of which so executed shall be deemed to be an original,
      and such counterparts will together constitute but one
  Agreement.



6




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

BAYSWATER URANIUM CORPORATION


By: 
___________________________________
                   
Authorized Signatory 


AMERICAN URANIUM CORPORATION



  By: 
___________________________________
                   
Authorized Signatory 


7




SCHEDULE “A”

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

	1. 	
      To promote the business of the Company as a reliable
      supplier of uranium concentrates.

	 	 
	2. 	
      To maintain effective contact and positive relationships
      with all significant uranium buyers.

	 	 
	3. 	
      To monitor and identify any sales opportunities for the
      Company.

	 	 
	4. 	
      To assist with preparation and submission of proposals
      for the supply of uranium.

	 	 
	5. 	
      To assist with the negotiation and conclusion of sales
      contracts.

	 	 
	6. 	
      To assist with contract administration.

	 	 
	7. 	
      To maintain effective contact with converters Cameco
      Corporation and ConverDyn and with United States based industry
      consultants, brokers and traders.

	 	 
	8. 	
      To maintain effective contact with industry organizations
      and relevant government agencies.

	 	 
	9. 	
      To maintain comprehensive records of all business
      conducted on behalf of the Company.

	 	 
	10. 	
      To provide timely information and market intelligence for
      the uranium market including the activities of the Company’s
      competitors.

	 	 
	11. 	
      To provide uranium market analysis.

	 	 
	12. 	
      To provide a monthly report of activities to the Company
      in the format and with the content as directed from time to time by the
      Company.

	 	 
	13. 	
      To provide a monthly invoice for fees and expenses
      incurred.

	 	 
	14. 	
      To provide an invoice for any sales commissions following
      each delivery of uranium to which it applies.

	 	 
	15. 	
      To provide any other services reasonably required by the
      Company from time to time.



8