Uranium Energy Corp.: Exhibit 10.21 - Filed by newsfilecorp.com






IN-SITU URANIUM MINING LEASE 


	STATE OF TEXAS 	§ 
	COUNTY OF DUVAL 	§ 



                  
THIS LEASE AND AGREEMENT, dated as of the “Effective Date” as defined below, is
made by and between LA PALANGANA RANCH MANAGEMENT, L.L.C., a Texas
limited liability company acting by and through its duly appointed Co-Manager
designated below (hereinafter referred to as “Lessor”) and EVEREST RESOURCE
COMPANY, a 
_____Texas___ corporation, and KDH OPERATIONS
LTD. a ____Texas___limited partnership (hereinafter referred to
collectively as “Lessee”).

WITNESSETH 

                  
DEFINITIONS: The parties hereto agree that for purposes of this Lease the
following definitions shall apply: 

                  
a.    Production in “paying” or “commercial” quantities
shall have the same meaning for purposes of this Lease, namely production in
quantities sufficient to yield a return to the owners of the leasehold estate
excluding applicable production taxes, in excess of operating expenses and costs
(including all costs recognized by court precedent in Texas which are included
in determining whether minerals are being produced in paying quantities) when
measured over a reasonable period of time. 

                  
b.    “Operations for drilling”, “operations for
solution mining”, “drilling operations”, “mining operations”,
“commencement of drilling operations”, “commencement of mining
operations”, “actual drilling operations” and “actual mining
operations” and all logical derivations thereof shall have the same meaning,
being: (i) the actual entry of the drill bit of a drilling rig, capable of
achieving the total depth permitted and approved by applicable government
authority into the soil of the Leased Land and the timely prosecution of such
actual operations with reasonable diligence to the completion of same as a dry
hole or commercial well. 

                  
GRANTING CLAUSE: That in consideration of Ten Dollars ($10.00) and other good
and valuable consideration paid by Lessee, the receipt and sufficiency of which
is hereby acknowledged by Lessor, and in future consideration of the Royalties
herein provided and the agreements of the Lessee herein contained, Lessor hereby
grants, leases and lets unto Lessee, to the extent Lessor has said rights now or
in the future, the land covered hereby (hereinafter referred to as “Leased
Land”) with the right of ingress and egress for the purposes hereinafter
specified, the following described land in Duval County, Texas, containing
3,100.64 acres, more or less, TO-WIT: 

                  
3100.64 acres, more or less, LIMITED TO THOSE DEPTHS LYING FROM THE SURFACE
OF THE EARTH DOWN TO AND INCLUDING 1,500’ SUBSURFACE, situated in Duval
County, Texas, being out of the following surveys, to wit: 

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	Sur. 	Cert. 	Original 	Patentee 	Pat. No. 	Vol. 	Abstract 
	 	 	
    Grantee 	 	 	 	
    No. 
	
    255 	1/42 	S.M. &S. 	J. J. Dix 	454
    	
    22	
    590 
	247 	342 	S.K. & K. 	J. J. Dix 	430 	22	548 
	245 	341 	S.K. & K. 	J. J. Dix 	429 	33 	549 
	81 	31/184 	H. & H.R.R. 	J. J. Dix 	64 	25 	249 
	239 	1/309 	J. Poitevent 	J. J. Dix 	296 	22 	399 
	3 	3 	J. Pettigrew 	Mrs. J. Pettigrew 	589 	37 	374 
	241 	339 	S.K. & K. 	J. J. Dix 	428 	33 	551 
	1 	5/202 	H.T. & B.R.R. 	John A. Dix 	119 	19 	328 


Said 3100.64 acres is Share No. 3,
Parcel F-2, allotted to Robert Schallert in the decree of partition rendered by
the District Court of Nueces County, Texas, on August 8, 1908, in Cause No.
4271, styled Robert Schallert, et al. vs. Chas. Hoffman, et al., which Decree is
incorporated herein by reference and made a part hereof for an accurate metes
and bounds description of said Share and Parcel and for all other pertinent
purposes. 

                   1. Uses, Exceptions and Reservations. 

                    
A. The Leased Land shall be used by Lessee for the exclusive purposes of
investigating, exploring, prospecting, drilling, solution mining, producing,
extracting, milling, treating, processing, upgrading, removing, transporting,
stockpiling and storing uranium, thorium and other fissionable or spatially
associated substances similar to and produced in conjunction with those
mentioned above (hereinafter referred to individually or collectively as “Leased
Substances”) by commercially acceptable methods which are permitted to be used
under applicable law. 

                    
B. There is EXCEPTED from this Lease and Lessor RESERVES unto
itself, its successors and assigns the following estates, properties and
substances within the Leased Land: all oil, gas and all other liquid, solid and
gaseous hydrocarbons and sulphur that is necessarily produced with such oil or
gas, caliche, sand, gravel, water (except for the use of water which is
expressly authorized herein) and all minerals located in, on or under the Leased
Land except for the Leased Substances. 

                    
C. Lessor further EXCEPTS from this Lease and Lessor RESERVES unto
itself, its successors and assigns equal and concurrent rights of occupancy, use
and possession of the surface estate of the Leased Land by Lessor or Lessor’s
other mineral, commercial, surface, grazing and recreational lessees or
assignees, together with the equal and concurrent right of ingress to and egress
from and over the Leased Land for, unless otherwise prohibited herein, the
purpose of exploring, developing and operating the Leased Land for oil, gas and
other minerals of whatever nature which are excluded from this Lease or which
may hereafter be released from this Lease, and equal and concurrent rights to
complete water source wells and water injection wells on the Leased Land, in any
reservoir for the purpose of obtaining water for the exploration, development
and operation of Lessor’s reserved rights and for the purpose of disposing of
salt water from the Leased Land only; provided, however, Lessor agrees not to
use the surface of the Leased Land in any manner that will interfere unduly with
any of Lessee’s rights in exploring, developing, producing, treating,
processing, transporting, marketing and caring for Leased Substances produced
from the Leased Land. Further, Lessor reserves surface use for grazing, hunting,
farming and recreational lessees which surface use rights shall be concurrent
with the surface rights herein granted to Lessee. This Lease is made subject to all matters
which appear of record in Duval County, Texas which concern the Leased Land. 

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D. Lessor further grants, leases and lets unto Lessee the Leased Land for the
purposes of injecting gas, water or other fluids commonly associated with
solution mining practices, air and any other substance into the subsurface
strata, conducting all types of solution mining recovery operations for the
Leased Substances for the purpose of establishing and/or maintaining production
of Leased Substances. 

               
     E. Except as may be expressly authorized herein, Lessee
shall NOT be permitted to establish or use the Leased Land for the purposes of
disposing of solution, tailings and other waste materials produced in the
extraction of the Leased Substances, laying pipeline, building roads, bridges,
tanks, power and telephone lines, electric and distribution lines and other
utilities, mills or processing structures or facilities without the prior
express written consent of Lessor. 

            
        F. Except as may be expressly
authorized herein, Lessee shall NOT be permitted to use the Leased Land or any
improvements thereon for processing, storage, transportation, treatment,
stockpiling or any other use of any substances which are not produced from the
Leased Land without the prior express written consent of Lessor. 

                  
2. Lease Term. Subject to the provisions herein contained, this Lease
shall remain in force for a term of five (5) years from the “Effective Date” as
defined on the signature pages hereof (hereinafter referred to as the “Primary
Term”) and so long thereafter as uranium or any of the other Leased Substances
are produced in commercial or paying quantities from the Leased Land, and/or as
long thereafter as this Lease may be maintained in force and effect under any of
the other provisions herein contained. 

                  
3. Royalties: Lessee agrees to pay Lessor royalty on Leased Substances
produced from the Leased Land as follows: 

	 	a. 	
      If Leased Substances mined and produced from the Leased
      Land by Lessee are sold by Lessee on the basis of a price per pound,
      Lessee shall pay to Lessor a production royalty on such Leased Substances
      equal to the percentage determined in the manner set forth below of the
      amount paid to and received by Lessee upon the sale of such Leased
      Substances through an arms-length transaction. An “arms-length
      transaction” as used in this Paragraph 3, shall be deemed to be a bona
      fide transaction with a third party purchaser not an affiliate, subsidiary
      or parent of Lessee, or other entity in which Lessee has a financial
      interest by stock ownership or otherwise. If such Leased Substances are
      used by Lessee off the Leased Land, or sold other than through an
      arms-length transaction, then the appropriate royalty percentage shall be
      applied to the fair market value of such Leased Substances after the same
      has been processed and assayed. The royalty percentages to be paid to
      Lessor on production of Leased Substances shall be determined as
      follows:




	 	  	Royalty 
	 	Price per Pound for which 	Percentage Rate 
	 	Leased Substances are Sold 	  
	 	  	  
	 	$25.00 or less 	7% 
	 	$25.01 or more but less than $30.01 	8% 
	 	$30.01 or more but less than $40.01 	9% 
	 	$40.01 or more 	10% 


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	 	b. 	
      All royalties which are due and payable under the terms
      of this Lease shall be paid within sixty (60) days after the end of the
      calendar month within which Lessee receives the proceeds from the sale of
      the Leased Substances, which payment shall be subject to adjustment, by
      addition to or deduction from royalty due, as a result of actual sale
      assay. Lessee’s failure to pay or tender or timely pay or tender any sum
      as royalty shall render Lessee liable for the amount due plus simple
      interest of Twelve Percent (12%), but shall not operate as a forfeiture or
      to terminate this Lease.

	 	 	 
	 	c. 	
      Lessor shall have the right, upon 90 days notice to
      Lessee, to receive Lessor’s royalty in kind, provided that any such
      election by Lessee must be for a minimum term of at least one (1) year,
      and in such instance Lessee shall make available at no cost to Lessor all
      necessary facilities to enable Lessor to deliver Lessor’s royalty share of
      Leased Substances.

	 	 	 
	 	d. 	
      Notwithstanding the use of the term Leased Substances in
      this Paragraph 3, if any other valuable metals, minerals and ores, whether
      similar or dissimilar to uranium, thorium, vanadium, molybdenum, and all
      other fissionable materials, compounds, solutions, mixtures and source
      materials, or any one of them and which are necessarily produced in
      association therewith are produced and marketed from the Leased Land,
      Lessor shall be paid a production royalty of 10% of the gross sales price
      of such valuable metals, minerals and ores.



The above listed Royalty percentages will be paid based on the
actual gross sales proceeds received by Lessee for yellowcake, or slurry, sold
and delivered through an arms-length transaction. An arms-length transaction
shall be deemed to be a bona fide transaction with a third party purchaser, not
an affiliate, subsidiary or parent of Lessee, or other entity in which Lessee
has a financial interest. 

Lessor shall be entitled to ten percent (10.00%) of the value
of any benefits obtained by or granted to Lessee which arise out of any claims
or disputes relating to take or pay contracts or any other values relative to
the production of Leased Substances hereunder. 

                  
4. Lessee shall market the Leased Substances produced under this Lease as a
reasonable and prudent uranium mining operator, having due regard for the
interests of both Lessor and Lessee, and consistent with industry customs and
practices. 

                  
5. If Lessee, through the drilling of a well or wells has discovered uranium or
other Leased Substances on the Leased Land which, in Lessees’ opinion, is
capable of being produced in commercial quantities but is not being produced and
this Lease is not being maintained otherwise as provided herein; or if Lessee
after commencement of production, periodically suspends production or sales and
stockpiles uranium or other Leased Substances for lack of a market reasonably
satisfactory to Lessee, as determined by Lessee in its sole discretion, then
this Lease shall not terminate whether it be during the Primary or Renewal Term
(unless released by Lessee), and it shall nevertheless be considered that
uranium or other Leased Substance is being produced in paying or
commercial quantities from said Leased Land provided a Shut-in Royalty is paid.
When the Lease is continued in force in this manner, Lessee shall pay or tender
as a Shut-in Royalty to the parties who at the time of such payment would be
entitled to receive Royalty hereunder if production were then occurring, a sum
of ten dollars ($10.00) per acre on the number of acres subject to this Lease at
the time such payment is made for each Lease year, or portion thereof, that this
Lease is not otherwise maintained. When the above Shut-in payment is made, it
shall serve to extend the term of said Lease for one (1) year from the date said
payment is made, whether in the Primary or Renewal Term. The first payment of
such sum shall be made on or before the first day of the calendar month after
ninety (90) days from the date the Lease is not otherwise maintained and
thereafter annually on or before each succeeding anniversary date of such
payment. Notwithstanding anything to the contrary as
set forth above, Lessee shall not be permitted to perpetuate this Lease
by the payment of Shut-in Royalty as set forth above for a
period in excess of two (2) years in the aggregate. 

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6. If mining operations are not commenced on the Leased Land on or before one
(1) year from the date first above stated, this Lease shall terminate unless on
or before such date Lessee shall pay or tender, or make a bona fide attempt to
pay or tender to Lessor, the sum of Ten Dollars ($10.00) per acre multiplied by
the number of acres retained under this Lease (hereinafter referred to as
“Rental”), which shall cover the privilege of deferring commencement of mining
operations for a period of twelve (12) months. In like manner and upon like
payment or tender annually, the commencement of mining operations may be further
deferred for successive period of twelve (12) months each during the Primary and
Renewal Terms. The payment or tender of Rental under this paragraph or of any
other payment coming due under the terms of this Lease may be made by cash,
cashier’s check, or business check of Lessee mailed to the parties entitled
thereto on or before the due date of such payment. 

                  
7. If at any time Lessee is in default in the performance of the terms and
conditions of this Lease to be performed by it, and if, within forty-five (45)
days after written notice of the default is given by Lessor to Lessee, Lessee
has not commenced activities which will cure the default if pursued diligently,
then Lessor may terminate this Lease by written notice to Lessee. If the default
is due to failure to timely pay, ineffective or erroneous payment or deposit as
described herein, this Lease shall not terminate, but shall be maintained in the
same manner as if such failure to timely pay, ineffective or erroneous payment
or deposit had been properly made, provided that such payment is corrected
within forty-five (45) days after the receipt by Lessee of written notice by
such party or parties of such error, accompanied by such instruments as are
necessary to enable Lessee to make proper payment. 

                  
8. If at the expiration of the Primary or Renewal Term uranium or other Leased
Substances is not being produced from said Leased Land, but Lessee is engaged in
operations directed toward the establishment or re-establishment of production
therefrom, this Lease shall remain in force so long as such operations are
prosecuted with no cessation of more than ninety (90) consecutive days; and if
the operations result in production, so long thereafter as Leased Substances are
produced from the Leased Land. If production of Leased Substances from the
Leased Land has been obtained, and such production shall cease for any cause,
whether on one or more occasion, this Lease shall not terminate if Lessee
commences or resumes operations directed towards the re-establishment of
production from the Leased Land within ninety (90) days after cessation of
production and such operations continue with no cessation of more than ninety
(90) days until production is re-established, or if it be within the Primary or Renewal Term, commences or resumes the payment
or tender of Rentals or commences operations directed towards the
re-establishment of production on or before the Rental payment date next
ensuing. The operations to be conducted under this Lease by Lessee are a right
and privilege that Lessee shall exercise with the good faith intent of obtaining
production in paying and commercial quantities. All operational and exploration
activities shall be undertaken by Lessee with equipment capable of exploring for
and producing Leased Substances from the Leased Land, and shall be conducted
with reasonable diligence and in a good and workmanlike manner. 

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9. If, upon the expiration of the Primary Term, no mining operations are being
conducted, and regardless of whether the Primary Term of this Lease is extended
by some other provision herein, then Lessee shall have the right to extend this
Lease for a secondary term by the payment to Lessor of an extension bonus in the
amount of sixty dollars ($60.00) per acre multiplied by the number of acres then
covered by this Lease, and upon. payment or tender, this Lease shall
automatically and without further action on the part of Lessor or Lessee and
without execution of any additional instrument, be renewed for a term of five
(5) years from and after the Primary Term hereof (hereinafter referred to as the
“Renewal Term”) and so long thereafter as Leased Substances are being produced
in paying quantities from the Leased Land or this Lease is being otherwise
maintained in accordance with the provisions herein. On or before each
anniversary date thereafter, Lessee shall pay to Lessor a delay rental in the
amount of ten dollars ($10.00) per acre multiplied by the number of acres
retained under this Lease which delay rentals shall not be recoupable against
any royalty becoming due at any time to Lessor. 

                  
This Lease is also granted for a continuing term as long after the Primary or
Renewal Term as any mining operations are being conducted hereunder on a
continuous basis. Such operations shall be deemed conducted on a continuous
basis unless and until, after the end of the Primary or Renewal Term, a period
of ninety (90) consecutive days elapses in which no such operations are
conducted, excluding, however, periods of force majeure as provided herein. 

                  
10. {INTENTIONALLY LEFT BLANK} 

                  
11. Lessee shall have the right from time to time and at any time to mix or
commingle uranium or other Leased Substances from the Leased Land with like
substances produced from other land for transporting, treating, processing and
storing prior to or for the purpose of sale. Prior to such mixing or commingling
the uranium content or other Leased Substances content where such are being
processed for sale, of the raw ore or the amount thereof in solution (as the
case may be), shall be assayed or otherwise determined by periodic sampling,
using sound engineering principles and the volume of all solutions produced
shall be determined by adequate metering devises. For Royalty purposes, the
Leased Substances attributable to the Leased Land where such mixing or
commingling has occurred shall be a percentage of the total Leased Substances
sold by Lessee which percentage shall be determined by the relationship of
Leased Substances’ content in the production from the Leased Land, multiplied by
the volume thereof bears to the total Leased Substances’ content, multiplied by
the total volume of the mixed or commingled production from all land for the
applicable production period. 

                  
12. At the end of the Primary or Renewal Term, as applicable, or upon cessation
of continuous operations as authorized herein if same are conducted beyond the
Primary or Renewal Term, this Lease shall terminate and all Leased
Substances shall revert to Lessor with respect to all Leased Land which is not
at that time under continuous, commercial production of Leased Substances or for
which operations are occurring. For the purposes of such termination, the Leased
Land shall include not only the surface acreage which is not then subject to
continuous commercial production by Lessee, but also shall include all depths
within the Leased Land which is measured as those horizontal depths which are
500’ below and greater than the greatest depth penetrated by Lessee in its
commercial operations thereon. In the event of such termination, Lessee, its
successors and assigns, shall execute and deliver to Lessor and file for record
a release or releases of this Lease within ninety (90) days of the date of
termination of that portion or interval affected, in whole or in part of the
Leased Land, Leased Substances, subsurface interval or any depth thereunder, and
Lessee shall thereby be released from all obligations as to the released land,
substances, horizon, zone or formation as of the date of release SAVE AND EXCEPT
for any liabilities which theretofore accrued. If this Lease is released as to a
portion of the Leased Land, the Rental and Shut-in Royalty payments shall
thereupon be reduced in proportion to the percentage amount of surface acreage
released bears to the acreage which was covered by this Lease immediately prior
to such release. At such time as a partial termination of this Lease occurs
under this provision, and except as otherwise set forth herein, each such tract
as to which this Lease has not terminated shall be considered to be a
“separately leased tract,” in the same manner as if Lessor had executed separate
and distinct leases covering each such retained tract, and the continuation of
this Lease as to each such separately leased tract shall be determined by the
provisions of this Lease applied to each tract as if the same were separately
leased under the provisions hereof. Notwithstanding a partial termination of
this Lease under the above provisions, it is agreed that Lessee shall have and
retain such easements of ingress and egress over those lands originally covered
hereby as shall be necessary to enable Lessee to develop and operate the portion
or portions of the Leased Land as to which this Lease is then in effect for the
production of Leased Substances therefrom. 

6 




                  
13. The rights and estate of any party hereto may be assigned from time to time
in whole or in part and as to any mineral or horizon, provided, however, that,
due to the special relationship of trust and confidence between Lessor and
Lessee, any assignment, mortgage or other transfer of all or any interest in
this Lease by Lessee without the prior written consent of Lessor, which consent
shall not be unreasonably withheld, shall be void. As an express condition to
such approval as may be granted by Lessor, Lessee shall furnish to Lessor a true
or certified copy of all such assignments and fully inform Lessor of the
identity and address of any such assignee. In the event Lessor fails to respond
in writing to a request for consent to assignment tendered by Lessee in
compliance with the provisions of this paragraph 13 within thirty (30) days of
Lessor’s receipt of such request, Lessor’s consent to the requested assignment
shall be conclusively deemed to have occurred. These provisions shall apply to
any type of assignment, sublease, conveyance or transfer of all or a portion of
this Lease or rights or interest thereunder. The provisions hereof shall extend
to the heirs, executors, administrators, successors and assigns, but no change
or division in ownership of the Leased Land, Rental, Shut-in Royalty or Royalty,
however accomplished shall operate to enlarge the obligation or diminish the
rights of the Lessee or be binding upon Lessee for any purpose until thirty (30)
days after such person acquiring any interest has furnished Lessee with the
instrument, instruments or certified copies thereof, constituting his chain of
title from the original Lessor. A permitted assignment by Lessee shall, to the
extent of each assignment, relieve and discharge Lessee of any obligation
hereunder accruing after the date of such assignment, but shall not in any respect relieve Lessee of any liabilities
which accrued prior to the effective time of such permitted assignment. 

7 




                  
14. Lessee shall have free use of a reasonable amount of water from the Leased
Land (except water from Lessor’s wells, tanks and reservoirs) exclusively for
Lessee’s operations hereunder, but not for sale or use on other property or
minerals owned by third parties. Exploration, solution mining and restoration
operations wherever situated on the Leased Land shall be conducted so as not to
damage or destroy any water supply constructed by Lessor. In the event, however,
that such activity, in order to properly explore, solution mine and develop said
Leased Land should result in damage to or in destruction of any such water
supply, if feasible in the opinion of Lessee, the Lessee, at his option, shall
repair, restore or replace any such well, tank, reservoir or other water
facility so damaged or destroyed, with reasonable diligence and dispatch,
weather permitting, or if not feasible then Lessee shall pay to Lessor a
reasonable compensation for any such damage so sustained. Any such water
facility so repaired, restored or replaced shall be of a capacity and quality
equal to that which was damaged or destroyed. Upon the termination of this
Lease, any water wells or other facilities constructed and/or owned by Lessee
with respect to water on the Leased Land, shall automatically be conveyed free
of charge to Lessor; Lessee agrees to execute any additional documents which may
be needed by Lessor to accomplish same. Lessee is prohibited from constructing a
refinery or other plant facility on the Leased Land without the prior express
written consent of Lessor after negotiating a mutually agreeable consideration
for such right. Lessee shall not have the right to dispose of salt or waste
water produced or obtained from off the Leased Land. 

                  
15. Lessor, or its duly authorized representatives, shall have the right at all
reasonable times and at their own risk to enter into and upon the Leased Land
and workings thereon for the purposes of examining and inspecting the same and
ascertaining whether the terms and conditions of this Lease are being carried
out and performed by Lessee, so long as such access or inspection does not
interfere with the operations of Lessee; Lessor or his duly authorized
representatives, shall at all reasonable times have access to production
records, assays and evaluation of ore records, and all other records pertinent
and necessary for substantiating the compliance of Lessee with the provisions of
this Lease. Lessor shall at all times be entitled to full information covering
all of Lessee’s operations on the Leased Land. To this end, Lessor, through its
representative or representatives duly designated from time to time in writing,
shall have free access to all operations conducted by Lessee upon the Leased
Land and, at all reasonable times, to all of Lessee’s records and data
pertaining thereto. Further, Lessee shall furnish Lessor concurrently with
submission of such reports by Lessee to any and all governmental agencies having
jurisdiction in connection with such operations. Lessee shall furnish Lessor
with copies of logs, tests, analyses, assays, or other types of scientific or
technical analyses of the Leased Substances, as well as copies of all records of
testing operations, including copies of all reservoir studies performed
including but not limited to pressure buildups, pressure draw downs, and
reservoir limits testing in any formation. All such data shall be provided to
Lessor within a reasonable time period following Lessee’s receipt thereof,
provided that all accumulated data shall be provided on at least a quarterly
basis. Lessee shall furnish to Lessor, within sixty (60) days of execution,
copies of all contracts and agreements pertaining to the sale or disposition of
Leased Substances from the Leased Land. In the event such contracts contain any
provisions which would genuinely make such contracts confidential or trade
secrets, Lessor agrees to hold such material confidential for a period of two
(2) years after the delivery of same; provided, however, if Lessor requires such
data to perform audit or to enforce Lessee’s compliance with this Lease, Lessor
shall be permitted to use such information and disseminate same to its
accountants, expert witnesses and attorneys subject to a reasonable
confidentiality agreement or order consistent with the foregoing concepts in
this paragraph. It is agreed and stipulated that neither the Lessee, its agents,
employees, contractors or subcontractors, their agents or employees, shall at
any time hunt or fish on the Leased land, nor shall they, or any of them, carry
onto the Leased Land firearms or other equipment designed or adapted for such
purpose. Lessee shall supervise its employees and agents to ensure that no
illegal drugs or other controlled substances are ever brought onto or consumed
on the Leased Land. Lessor, or its duly authorized representatives, shall have
the right at all times to inspect vehicles entering upon or leaving the Leased
Land for the purpose of ascertaining whether the provisions of this paragraph
are being carried out. 

8 




                  
16. Lessee agrees to conduct its mining operations on the Leased Land in a
prudent and workmanlike manner, abiding by all applicable State and Federal
Laws, rules and regulations. In addition, Lessee agrees to make payment for
surface usage according to the following. 

	 	a. 	
      To pay Lessor the sum of fifty dollars ($50.00) per
      exploration test hole drilled by Lessee as FULL COMPENSATION for all
      damages to grass, crops and land that occur during any exploration
      drilling operation.

	 	 	 
	 	b. 	
      Within sixty (60) days from the date any acreage is
      actually taken out of use by Lessee, to pay to the Lessor owning the
      surface to that particular acreage taken out of use, a one time sum of six
      hundred fifty dollars ($650.00) per acre.

	 	 	 
	 	c. 	
      Insure all welt holes will be filled, plugged, and
      covered with top soil as required.

	 	 	 
	 	d. 	
      Once solution mining operations have ceased on said
      Leased Land and restoration has been completed, with Lessee receiving FULL
      release from the governing authority, Lessee shall return the surface
      configuration of the land so used to as near the condition that existed
      immediately prior to Lessees operations described herein and to deep plow
      the area disturbed, by methods common to the area; if acreage is used for
      grazing purposes Lessee shall reseed the area so plowed to prevent erosion
      with seed selected by Lessor that is consistent with the surrounding
      area.

	 	 	 
	 	e. 	
      It is agreed and stipulated that no exploring or mining
      shall be conducted, nor any facilities necessary to the same, constructed
      within three hundred (300) feet of the main dwelling place or appurtenant
      structures thereto, or any commercial buildings constructed thereon,
      unless the consent of Lessor, in writing, shall have been first
      obtained.



                  
Lessee agrees to pay to Lessor in Duval County, Texas, for the actual damages,
if any, resulting to the ranch roadways used by Lessee, fences, gates, cattle
guards, houses, barns, windmills, tanks and other structures, trees, grass,
crops, cattle and livestock caused by Lessee’s operations or occasioned by
reason of such operations or such damages as Lessor may incur by reason of
Lessee’s failure to comply with the terms of this Lease. 

                  
All payments made under this Lease for surface usage shall be based on the
actual acreage disturbed, rendered unharvestable or made unusable for pasture,
including the damage to any remainder thereof, and will be paid on a per acre
basis, or portion thereof. If Lessor owns a lesser interest in the surface of
the lands covered by this Lease less than the entire fee simple estate, then any payment herein provided to
be made to Lessor which relates to the surface shall be proportionately reduced. 

9 




                  
Lessee shall deal directly with any surface tenants and pay damages to them for
use of the surface estate of the Leased Land separate and apart from the damages
specified above to be paid to Lessor. In no event shall Lessee be responsible to
pay both Lessor and its surface tenants for the same damages to any particular
portion of the Leased Land. 

                  
17. Lessee shall endeavor to locate any road on the Leased Land at places
mutually agreeable to both Lessor and Lessee, consistent with Lessee’s
operations. Lessor shall not make unreasonable objections to the location that
will cause undue restrictions or added costs to Lessee. All roads shall be
constructed and maintained in such a manner as to bear the traffic necessary to
Lessee’s operations, and so as not to be a barrier to the natural drainage of
the site. Upon cessation of operations by Lessee and the termination of this
Lease, all roads so constructed shall become the property of Lessor except,
however, that the Lessor reserves the option and privilege of requiring Lessee
to remove said road material from said Leased Land and to plow the surface below
ordinary plow depth by methods common to the area. Such option MUST be exercised
in writing by Lessor within ninety (90) days after the termination of this
Lease. Lessor shall have the right, at his own risk, to use any such road so
constructed by Lessee for Lessee’s use so long as this use does not interfere
with the Lessee’s use thereof. 

                  
18. Lessee shall keep all exterior gates on the Leased Land closed and locked
except for the ability to gain immediate access to and egress from the Leased
Land. Upon reasonable request from Lessor, Lessee shall maintain at its expense
a property guard at Lessee’s main access gate to the Leased Land, who shall
maintain a traffic log and attempt in good faith to prevent trespassing on the
Leased Land. If there are FENCES located on the Leased Land and Lessee finds it
necessary to cut any fence or fences for the purpose of passage, Lessee agrees
that prior to cutting such fence there will be installed and braced heavy
“corner-type” posts at each end of the opening to be made, to which the fence
wire will be securely fastened in such a manner as to prevent sagging; Lessee
will install a gate of a quality acceptable to Lessor in each such opening; in
the event Lessee desires that such opening provide uninterrupted ingress and
egress, then Lessee shall install therein cattle guards of sufficient size and
substance to bear the type of traffic necessary for its operations and capable
of turning all domestic livestock. If there is livestock on said Leased Land,
Lessee agrees to properly fence all pits, fixed machinery and other hazards
which it may dig, bore or construct on the Leased Land so as not to present a
hazard to such livestock. Lessee agrees to bury all pipelines, if requested by
Lessor, except those contained within a fenced area, enclosure or wellfield, so
that the top thereof is of sufficient depth so as not to interfere with the
surface operations of Lessor. 

                  
19. Lessee shall have the right at any time during or within one hundred and
eighty (180) days after the termination or expiration of this Lease to remove
all property and fixtures placed by Lessee on said Leased Land. In the event the
Primary and Renewal Term of this Lease have expired and complete restoration has
not been accomplished by Lessee, Lessee shall have the right of ingress and
egress over existing roads, to the acreage containing plant, well field, monitor
wells and other facilities associated with Lessee’s operations, to complete the
required restoration of the Leased Land, without additional compensation, in
accordance with Federal and State regulations. 

10 




                  
20. LESSEE AGREES TO INDEMNIFY, PROTECT AND HOLD LESSOR HARMLESS OF AND FROM
ANY AND ALL CLAIMS, DEMANDS, COSTS, (INCLUDING BUT NOT LIMITED TO REASONABLE
ATTORNEY’S FEES), EXPENSES, DAMAGES, LOSSES AND CAUSES OF ACTION OR SUITS FOR
DAMAGES ARISING OUT OF INJURY TO PERSONS (INCLUDING DEATH) AND INJURY OR DAMAGE
TO OR LOSS OF ANY PROPERTY OR IMPROVEMENTS CAUSED BY LESSEE, ITS AGENTS,
EMPLOYEES, SERVANTS, CONTRACTORS OR ANY PERSON ACTING UNDER ITS DIRECTION OR
CONTRACT. FURTHER, LESSOR SHALL NEVER BE LIABLE FOR ANY CLAIMS, DEMANDS, COSTS,
EXPENSES, DAMAGES, LOSSES AND CAUSES OF ACTION OR SUITS FOR DAMAGES BECAUSE OF
INJURY TO PERSONS OR PROPERTY ARISING OUT OF ACTS OR OMISSIONS OF LESSEE, ITS
AGENTS, EMPLOYEES, SERVANTS, CONTRACTORS, OR ANY PERSON ACTING UNDER ITS
DIRECTION AND CONTROL ON THE LEASED LAND. As used in this Lease, the term
“Hazardous Materials” means any substance defined or identified as a hazardous,
extra hazardous or toxic substance, waste, or material under any applicable
federal, state, or local statute or regulation. “Remedial Work” is defined as
any site investigation or monitoring, any cleanup, containment, remedial,
removal, or restoration work performed in response to any federal, state or
local government authority or private attorney general action, or pursuant to
any federal, state or local statute, rule regulation or other laws. Lessee
agrees (1) to remove from the Leased Land, if, as and when required by law, any
Hazardous Materials placed or released thereon by Lessee, (2) to perform
remedial work where the need therefore arises as a result of and if caused by
Lessee’s operations or activities on the Leased Land, and (3) to comply in all
respects with all federal, state and local governmental laws and regulations
governing operations by Lessee and remedial work on or associated with the
Leased Land required as a result of Lessee’s operations hereunder. Such remedial
work shall be performed by one or more contractors selected by Lessee and
approved in advance by Lessor and under the supervision of a consulting engineer
selected by Lessee and approved in advance by Lessor. All costs and expenses of
remedial work made necessary by Lessee’s operations shall be paid by Lessee,
including, without limitation, the charges of such contractors and/or the
consulting engineer and Lessor’s reasonable attorneys’ fees and costs incurred
in connection with the monitoring or review of remedial work. If Lessee shall
fail to timely commence or cause to be commenced, or fail to diligently
prosecute to completion, such remedial work, Lessor may, but shall not be
required to, cause such remedial work to be performed. Lessee promises to notify
Lessor of any claim or other action by any governmental agency or other third
party involving the actual or alleged existence of hazardous materials on the
Leased Land and to provide Lessor with copies of (1) any notice of any release
of Hazardous Materials given to Lessee pursuant to any law or regulation and (2)
any report of and response to any such incident. LESSEE AGREES TO INDEMNIFY,
PAY AND PROTECT, DEFEND AND SAVE LESSOR HARMLESS FROM ALL CLAIMS, LIABILITIES,
FEES AND EXPENSES OF ANY KIND THAT ARISE FROM THE PRESENCE OR RELEASE OF ANY
HAZARDOUS MATERIAL WHERE SUCH PRESENCE OR RELEASE RESULTS FROM AND IS CAUSED BY
LESSEE’S OPERATIONS ON THE LEASED LAND OR THE OPERATIONS OF ANY ASSIGNEE OR
SUCCESSOR OF LESSEE WHO HAS NOT BEEN PREVIOUSLY APPROVED IN WRITING BY
LESSOR. It is expressly understood that such approval of assignees or
successors of Lessee will not be unreasonably withheld and will in all cases be
granted in the case of assignees or successors who are financially responsible
and experienced in the uranium mining industry. This indemnification shall
include costs in connection with any such remedial work required as a result of
Lessee’s operations hereunder when performed by Lessor or any third party in
response to any federal, state or local governmental authority, laws or
regulations, due and payable upon demand for same by Lessor. 

11 




                  
21. Lessee shall not be liable for delays or defaults in its performance of any
agreement or covenant hereunder due to force majeure. The term “FORCE MAJEURE”
as employed herein shall mean: any act of God, including but not limited to
storms, floods, washouts, landslides and lightning; acts of the public enemy;
wars, blockades, insurrections or riots; strikes or lockouts; epidemics or
quarantine regulations; laws, acts, orders or requests of federal, state,
municipal or other governmental officers or agents acting under color of
authority; freight embargoes or failures; exhaustion, unavailability or delays
of any product, labor, service or material. If Lessee is prevented from
conducting or required to cease operations directed toward establishment or
re-establishment of production or producing operations by any order, decree,
direction, inaction or denial of permit by and federal, state or municipal law,
executive order, rule, regulation or request enacted or promulgated under color
of authority on said Leased Land, or if Lessee by other types of force majeure
is prevented from conducting operations directed toward establishment or
re-establishment of production or producing operations, then until such time as
law, order, rule, regulations, request or other force majeure is terminated or
the permit issued and for a period of ninety (90) days after such termination of
issuance, each and every provision of this Lease that might operate to terminate
it or the estate conveyed by it shall be suspended and inoperative, and this
Lease shall continue in full force and effect. If any period of suspension
occurs during the Primary or Renewal Term, the time thereof shall be added to
such term with continuing payment of annual Rental, Shut-in Royalty or Royalty
consistent with the applicable term for such period of suspension. 

                  
22. Lessee shall have the right to terminate this Lease at any time or times
during the term hereof, as to the Leased Substances underlying all or any one or
more parts of the Leased Land, by delivering or mailing to Lessor written notice
stating such intention to terminate and describing the parts of the Leased Land,
if less than all, as to which the termination applies. The termination shall
take effect upon the date specified in the notice, or, if no date is specified
upon the date on which the date is given. Upon such termination, all right,
title, interest and obligations of Lessee hereunder in and to the Leased Land
specified in the notice shall terminate, except obligations which then have
accrued and/or which have not been paid or performed. If the notice specifies
that this Lease is hereby being terminated as to the Leased Substances
underlying a part, and less than all, of the Leased Land, this Lease shall
continue in effect as to the Leased Substances underlying all parts of the
Leased Land except the part or parts so specified. Forthwith after delivery of
the notice of termination, Lessee shall execute and record in Duval County,
Texas a formal release of this Lease as to the parts of the Leased Land
described in the notice and provide promptly a copy thereof to Lessor. 

                  
23. This Lease is executed without warranty by Lessor, either express or
implied. If Lessor owns an interest in the Leased Substances in and under the
Leased Land less than the entire fee simple estate therein, then the rentals and
royalties herein provided shall be reduced proportionately. Lessee, at its
option, may discharge any tax, mortgage or other lien upon the Leased Land, and
in the event Lessee does so, it shall be subrogated to such liens with the right
to enforce same and apply Rentals, Shut-in Royalty or Royalty payments accruing
hereunder toward satisfying same. Lessee shall be responsible for any
incremental appreciation in ad valorem tax value of the Leased land which
is attributable to Lessee’s operations on the Leased Land. 

                  
24.  {INTENTIONALLY OMITTED.} 

12 




                  
25. Any tax based on production of the herein named Leased Substances shall be
borne by Lessor and Lessee in the same proportion that each party shares in the
ownership of such Leased Substances hereunder. 

                  
26. The covenants made by Lessee herein shall govern its obligations hereunder,
and to the extent such express covenants conflict with any covenants implied by
law such express covenants shall control. In the event any obligation of Lessee
is covered by a covenant implied by law as of the date of execution of this
Lease Agreement but which is not covered by any express covenant herein, the
terms of such implied covenant shall be binding upon Lessee. 

                  
27. Lessee’s operations hereunder shall be in compliance with all valid and
applicable laws, rules and regulations, both Federal and State, and any agency
thereof. All notices required to be given under the terms of this Lease,
including the submission of all depository, tax payor/ee or other information,
shall be given to the following persons who are designated Lessor’s and Lessee’s
respective agents: 

	 	(a) 	La Palangana Ranch Management, L.L.C. 
	 	  	  
	 	  	c/o Mr. Charlie Ragland, Co-Manager 
	 	  	P.O. Box 646 
	 	  	Hempstead, TX 77445 
	 	  	Telephone: 979-921-0343 
	 	  	Telecopier: 979-921-0343 
	 	  	  
	 	 	c/o Ms. Rachel Porter,
      Co-Manager  
	 	  	104 Fleetwood 
	 	  	San Antonio, TX 78232 
	 	  	Telephone: 210-437-0321 
	 	  	  
	 	 	c/o Ms. Carole Speed,
      Co-Manager  
	 	  	247 Pin Oak Trail 
	 	  	New Braunfels, TX 78132 
	 	  	Telephone: 830-226-5034 
	 	  	  
	 	  	c/o Mr. Robert Williams, Co-Manager 
	 	  	P.O. Box 23349 
	 	  	Silverthorne, CO 80498 
	 	  	Telephone: 970-390-6143 
	 	  	  
	 	  	with a copy to: 
	 	  	  
	 	  	Mr. Dan C. Perry Perry & Kellogg, LLP

	 	  	7801 Broadway, Suite 200 
	 	  	San Antonio, Texas 78209 
	 	  	Telephone: (210) 821-3377 
	 	  	Telecopier: (210) 821-3388 


13 





	 	(b) 	Everest Resource Company 
	 	  	  
	 	  	Attn: Mr. Tom M. Crain, Jr., Vice-President
  
	 	  	Post Office Box 1339 
	 	  	Corpus Christi, Texas 78403 
	 	  	Telephone: 361-883-2831
	 	  	Telecopier: 361-883-9628 
	 	  	  
	 	  	KDH Operations Ltd. 
	 	  	Attn: Mr. Tom M. Crain, Jr. 
	 	  	Post Office Box 1339 
	 	  	Corpus Christi, Texas 78403 
	 	  	Telephone: 361-883-2831
	 	  	Telecopier: 361-883-9628 


Either party hereto may from time to time designate in writing
a different address or agent for the giving of any notice hereunder. 

                  
Lessee agrees to further designate in writing, mailed or delivered to Lessor, or
give notice in person to Lessor of the person or persons to be present from time
to time on the Leased land as current operations are being conducted with whom
Lessor may handle directly any claim resulting in injury and damage to
livestock, surface area or improvements on the Leased Land occasioned by or
arising from Lessee’s operations or other activity on the Leased Land. In regard
to notice of surface use or damages, Lessor shall be entitled to reasonable
prior notice of such operations. 

                  
28. This Agreement shall be construed in accordance with and governed by the
laws of the state of Texas, and venue for any cause of action brought hereunder
shall be in the state district court of Duval County, Texas. 

                  
29. If any term or provision of this Agreement is held invalid, illegal or
incapable of being enforced under any applicable rule of law, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect. 

                  
30. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective legal representatives, successors and assigns, and
shall constitute a covenant running with the lands, leases and interests covered
by this Agreement. 

                  
31. This Agreement sets forth the entire agreement between Lessor and Lessee,
and supersedes and subsumes all prior writings, drafts, letters and oral
understandings between Lessor and Lessee. 

                  
32. Lessee agrees to file this Lease Agreement of record in Duval County, Texas,
and to provide Lessor with a certified copy of the recorded counterpart thereof.


                  
33. As to all of its operations hereunder, Lessee shall carry for the benefit
and protection of Lessor Comprehensive General Liability Insurance, including
contractual liability, with a combined single limit per occurrence of not less
than $1,000,000 for bodily injury and property damage. Lessor shall be named as
a loss payee under such policy, and Lessor shall be entitled to not less than 20-days notice of any cancellation
thereof. Lessee shall provide copies of such policy and certificates evidencing
the above insurance coverage to Lessor. 

14 




                  
IN WITNESS WHEREOF, the parties hereto have executed the foregoing In-Situ
Uranium Mining Lease as of the day and year first written above. 

LESSOR: 

LA PALANGANA RANCH MANAGEMENT, L.L.C. 

	By: 	”Carol A. Speed”
	  	Carole A. Speed, Co-Manager




	LESSEE: 
	 
	EVEREST RESOURCE COMPANY 
	By: 	”Tom Crain”
	  	Tom M. Crain, Jr., Vice President 
	 	 
	KDH OPERATIONS LTD., 
	By: 	KDH MANAGEMENT LLC, 
	  	General Partner 
	 	 
	By: 	”Kaye D. Holt
	  	Kaye D. Holt 
	 	 
	Its: 	President


15 






	STATE OF TEXAS 	§ 
	COUNTY OF BEXAR 	§ 



                  
This instrument was acknowledged before me on the _24th_ day of March,
2005, by Carole Speed in her capacity as a Co-Manager of La Palangana Ranch
Management, LLC, a Texas limited liability company, on behalf of said limited
liability company. 

                   ”Lisa D. Scalf”                  
NOTARY PUBLIC, State of Texas 


	STATE OF TEXAS 	§ 
	COUNTY OF NUECES	§ 



                  
This instrument was acknowledged before me on the 31stday of
March, 2005, by Tom M. Crain, Jr., in his capacity of Vice President of
Everest Resource Company, a Texas corporation, on behalf of said corporation.


             ”Karen L. Paige”                    
NOTARY PUBLIC, State of Texas 


	STATE OF TEXAS 	§ 
	COUNTY OF NUECES 	§ 



                  
This instrument was acknowledged before me on the 1st day of 
April, 2005, by Kaye D. Holt , in the capacity of 
President  KDH Management, LLC, a Texas limited liability company,
general partner of KDH Operations Ltd., a Texas limited partnership and
acknowledged to me that she executed the foregoing instrument on behalf of said
limited partnership in the capacity and for the purposes and consideration
expressed therein. 

              ”Karen L. Paige”                     
NOTARY PUBLIC, State of Texas