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






VOTING AGREEMENT

THIS AGREEMENT dated January 6, 2009.

	BETWEEN: 
	 
	                                       Odysseus
      III LLC, a Limited Liability Company incorporated in the 
	               
                         
         State of Nevada 
	               
                         
         (herein called “Placee”) 
	OF THE FIRST PART 
	AND: 
	               
                         
         ROBERT RICH, businessman, of Orleans, Massachusetts,
      U.S.A. 
	               
                         
         (herein called “Rich”) 
	OF THE SECOND PART 


WHEREAS:

A.          Placee
is or will be the registered and beneficial owner of 1,000,000 common shares
(the “Placee Shares”) in the capital of American Uranium Corporation. (“AUC”);
and

B.          Placee
has agreed to enter into a voting trust arrangement with Rich in respect of the
Placee Shares on the terms and conditions hereinafter set forth;

          NOW
THEREFORE in consideration of the sum of Ten ($10.00) Dollars now paid by Rich
to Placee and other good and valuable consideration (the receipt and sufficiency
of which is hereby acknowledged), it is hereby agreed by and between the parties
as follows:

1.          Where,
for a period of one year from the issuance of the Placee Shares, AUC’s Board of
Directors submit a resolution or special resolution to any meeting of the
shareholders of AUC for approval (the "Shareholder Meeting"), or request consent
of shareholders of AUC in writing to any corporate action, the Placee Shares
shall be voted thereon only in such manner as Rich may direct in writing
respecting such resolution or special resolution. Placee will comply with this
provision by delivering to Rich, immediately upon request of a written consent
resolution or at least 7 days before any Shareholder Meeting, an irrevocable
proxy for the Placee Shares respecting such Shareholder Meeting, naming Rich as
the proxyholder and otherwise not indicating a vote on any matter set out in the
proxy.

2.         
Nothing herein contained shall be interpreted to require either party hereto to
act or refrain from acting in a manner which is contrary to any applicable law
or mandatory provision contained in the constating documents of AUC. 




- 2 -

3.          In the
event of a breach by Placee of any of its obligations under this Agreement or in
the event that Placee does not deliver the proxy or proxies as specified in
clause 1, Rich may pursue any remedy available to it in law or in equity, it
being acknowledged by Placee that specific performance, injunctive relief
(mandatory or otherwise) or other equitable relief may be the only adequate
remedy. Placee acknowledges and agrees that he will be responsible for the
immediate payment to Rich of any and all costs, including without limitation all
legal costs, incurred by Rich in pursuing any remedy under this section 3.

4.          Unless
terminated earlier in accordance with the provisions of this Agreement, this
Agreement shall continue in full force and effect for one year from the date of
issuance of the Placee Shares.

5.          This
Agreement constitutes the entire agreement between the parties in respect of the
subject matter hereof.

6.          This
Agreement may be terminated or amended at any time by mutual written agreement
between the parties hereto.

7.          The
parties hereto shall execute and deliver all such further documents, do or cause
to be done all such further acts and things and give all such further assurances
as may be necessary to give full effect to the intent and meaning of this
Agreement.

8.          This
Agreement will enure to the benefit of and be binding upon the parties and their
respective heirs, administrators, successors, and permitted assigns, as the case
may be.

9.          This
Agreement may be executed in several counterparts, each of which will be deemed
an original and all of which will together constitute one and the same
instrument and execution and delivery hereof or documents required in connection
herewith may be effected by facsimile transmission. 




- 3 -

10.          This
Agreement has been made and shall be interpreted in accordance with the laws of
the Province of British Columbia.

              
IN WITNESS WHEREOF the parties have caused this Agreement to be executed and
delivered as of January 6, 2009. 

Odysseus III LLC

	Per: 	“Jeffrey Rich”
  
	 	Jeffrey
    Rich  
	  	Authorized Signatory
  



	WITNESSED BY: 	) 	  
	  	) 	  
	“Ann L.
      McGrath” 	) 	  
	Signature 	) 	  
	  	) 	  
	Ann L. McGrath 	) 	“Robert Rich” 
	Name 	) 	Robert Rich 
	  	) 	  
	97 Cranberry
      Highway 	) 	  
	Address 	) 	  
	  	) 	  
	Orleans MA 02653
    	) 	  
	  	) 	  
	Assistant Manager
    	) 	  
	Occupation 	) 	  



	Acknowledged this 6th day of January, 2009 
	 
	AMERICAN URANIUM CORPORATION. 
	  	  
	Per: 	“Donald Cooper” 	 
	  	Donald Cooper 
	  	Authorized Signatory