Filed by Automated Filing Services Inc. (604)609-0244 - American Uranium Corporation - Exhibit - 10.1






PURCHASE AGREEMENT

                 
  This Purchase Agreement (“Agreement”) is made and entered into as
  of the 10th day of October, 2007 by and between American Uranium Corporation,
  a Nevada corporation (“Purchaser”), 600 17th Street, Suite
  2800 South, Denver, Colorado 80202, and Power Resources, Inc., a Wyoming corporation
  (“PRI”), 141 Union Blvd, Suite 330, Lakewood, Colorado 82228. Purchaser
  and PRI are referred to collectively in this Agreement as the “Parties,”
  and individually as a “Party.”

	RECITALS 



	                  
        WHEREAS, PRI owns data on the Reno Creek uranium prospect located in Campbell
        County, Wyoming, consisting of drill hole geophysical logs, lithologic
        logs, drill hole maps, geologic cross sections, and environmental data
        (referred to herein collectively as the “Geologic Data”), all
        more particularly described in Exhibit A attached hereto. 

	
	 
	                   WHEREAS,
        Purchaser owns or controls an interest in certain mining properties at
        the Reno Creek prospect. Purchaser’s mining properties that comprise
        this prospect are described in Exhibit B attached hereto.

	  

	            
               WHEREAS, Purchaser desires to purchase the
        Geologic Data from PRI that pertains to the mining properties Purchaser
        currently owns or controls (the “Purchased Geologic Data”).
      

	 
	
	            
               WHEREAS, PRI wishes to grant Purchaser the
        exclusive right to purchase the Purchased Geologic Data from PRI under
        the terms and conditions set forth in this Agreement. 

	 
	
	                   NOW
        THEREFORE, in consideration of the premises and of the mutual promises,
        representations, covenants, conditions and agreements contained herein,
        the parties hereto, intending to be legally bound by the terms hereof,
        covenant and agree as follows: 

      





	1. 	PURCHASE AND SALE OF DATA. 


                 
   In accordance with the terms and conditions of this Agreement, PRI hereby
  agrees to sell, and Purchaser agrees to purchase, at and on the date of the
  Closings described in Section 4 below, the Purchased Geologic Data. 

	2. 	PURCHASE PRICE. 


                 
  The Purchased Geologic Data to be sold by PRI to Purchaser with respect to the
  Reno Creek prospect is described in Exhibit A attached hereto. The Parties agree
  that the Purchased Geologic Data shall consist of only data that pertains to
  Purchaser’s properties described in Exhibit attached hereto and which Pruchaser
  owns or controls at the time of execution of this Agreement, and it shall not
  include any interpretive data prepared by PRI. 

                 
  The consideration to be paid by Purchaser to PRI for the Purchased Geologic
  Data shall be $950,000 (U.S.).





	3. 	DATA REVIEW. 


                   The
Purchased Geologic Data shall be assembled by PRI at its Casper, Wyoming office
for Purchaser’s review within fortyfive days from the date of this Agreement.
Purchaser may conduct its review of the Purchased Geologic Data upon providing
three business days prior written notice to PRI, during PRI’s regular business
hours. Purchaser may review the Purchased Geologic Data to satisfy itself that
the Purchased Geologic Data is in a condition satisfactory to Purchaser, but
shall not be entitled to make copies of any of the Purchased Geologic Data.
Should Purchaser determine, in its sole discretion, that the Purchased Geologic
Data is not satisfactory, Purchaser shall give PRI written notice that it is
terminating its right to purchase the Purchased Geologic Data and list the data
deficiencies that resulted in such decision. Such notice shall be delivered to
PRI, in accordance with Section 8, within five days after Purchaser’s review of
the Purchased Geologic Data. PRI may, in its sole discretion, elect to cure the
data deficiencies identified by the Purchaser. PRI's failure to cure the
deficiencies within thirty days of its receipt of Purchaser’s rejection notice
shall cause this Agreement to automatically terminate, unless the Parties agree
otherwise in writing. 

	4. 	CLOSING. 


                   The closings
  for the purchase and sale of the Purchased Geologic Data shall be no later than
  ten days after Purchaser reviews and accepts the Purchased Geologic Data. Closings
  shall be at a date and time mutually acceptable to Purchaser and PRI, but in
  no event shall the Closing be later than December 31, 2007.

                   At the
  Closing for the Purchased Geologic Data, Purchaser shall deliver to PRI $950,000
  (U.S.) in the form of a cashier’s check, or wire transfer. Purchaser shall
  also pay any sales or use taxes, if any, applicable to the sale of the Purchased
  Geologic Data. 

                   At the
  Closing PRI shall deliver to Purchaser a Bill of Sale for the Purchased Geologic
  Data, in the form of Exhibit C attached hereto. At the Closing, title to the
  Purchased Geologic Data and risk of loss with respect thereto shall pass to
  Purchaser upon delivery of the Bill of Sale by PRI.

                   Following
  the Closing, Purchaser shall have access to the delivery site during normal
  business hours to facilitate the safeguarding and removal of the Purchased Geologic
  Data. Purchaser shall, at its sole expense, remove the Purchased Geologic Data
  it has purchased from the Casper office within five business days following
  that Closing, unless other arrangements are mutually agreed upon between the
  Parties. 

	5. 	CONDITIONS TO CLOSING. 


                   PRI
shall have no obligation to consummate the Closing of the sale of the Purchased
Geologic Data if the representations and warranties of Purchaser set forth in
Section 7 are not true and correct as of the Closing. Neither Party shall be
obligated to consummate the Closing of the sale of the Purchased Geologic Data
if any court, arbitrator or governmental agency shall have issued any order,
decree or ruling, or if there exists any statute, rule or regulation
restraining, enjoining or prohibiting the consummation of the transactions
contemplated hereby.

2





	6. 	WARRANTY BY PRI. 


                    Nothing
in this Agreement, or otherwise, shall be construed to obligate PRI to furnish
any information other than the Purchased Geologic Data to the Purchaser.

                    THE
PURCHASED GEOLOGIC DATA IS SOLD “AS IS” AND PRI EXPRESSLY DISCLAIMS ALL OTHER
REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PURCHASED GEOLOGIC DATA, INCLUDING, BUT NOT LIMITED TO, THE
ACCURACY, RELIABILITY, QUALITY OR COMPLETENESS OF THE PURCHASED GEOLOGIC DATA,
ITS FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE OR USE, THE PRESENCE OR
ABSENCE OF COMMERCIAL QUANTITIES OF URANIUM IN ANY PROPERTIES OWNED OR TO BE
ACQUIRED BY PURCHASER, OR THE PAST, PRESENT OR FUTURE VALUE OF THE PURCHASED
GEOLOGIC DATA. PURCHASER AGREES THAT IT SHALL RELY ON THE PURCHASED GEOLOGIC
DATA AT ITS SOLE RISK.

	7. 	WARRANTY BY PURCHASER. 


                    Purchaser
represents and warrants to PRI that the Reno Creek mining properties described
on Exhibit B are owned or controlled by Purchaser, and that Purchaser has the
right to explore, develop and mine minerals from those mining properties.

                    Purchaser
represents and warrants to PRI that it will rely solely on its own
interpretation of any of the Purchased Geologic Data. Purchaser agrees to
defend, indemnify and hold PRI, its shareholders, directors, officers, employees
and affiliates, harmless from and against any and all claims, demands and
liabilities in connection with or in any way arising out of Purchaser’s use of
the Purchased Geologic Data and the information contained therein. 

	8. 	NOTICES. 


                   Any
notices and other communications required by this Agreement shall be in writing
and shall be deemed given on the day when delivered personally or by facsimile
transmission (with confirmation), on the next business day when delivered to a
nationally recognized overnight courier, or three (3) business days after
deposited as certified mail, return receipt requested, addressed to the
recipient Party at its address set forth below, or at such other address or
facsimile number for a Party as shall be specified by like notice:


	If to PRI: 	If to Purchaser: 
	Power Resources, Inc. 	American Uranium Corporation 
	141 Union Blvd. Suite 300 	600 17th Street, Suite 2800 South
  
	Lakewood, Colorado 80228 	Denver, Colorado 80202 
	Attention: Stephen P. Collings, 	Attention: Robert A. Rich 
	President 	President 
	Facsimile: 720-917-0188 	Facsimile: 508-240-1361




3





	9. 	ASSIGNMENT. 


                   Purchaser
shall not assign or delegate its rights, interests or obligations under this
Agreement to any third party. 

	10. 	GOVERNING LAW. 


                   The
validity, performance, and enforcement of this Agreement shall be governed by
the laws of the State of Wyoming without giving effect to the principles of
conflicts of law of such state.

	11. 	TERMINATION. 


                   Purchaser
shall have the right to terminate this Agreement, in accordance with the
provisions of Section 3, by giving written notice to PRI of such election in
accordance with the provisions of Section 8. 

                   In
the event of a default hereunder on the part of Purchaser, PRI shall give to
Purchaser written notice specifying the particular default or defaults asserted,
and Purchaser shall have fifteen days after the receipt of said notice within
which to cure such specified defaults. In the event such curative action is not
so completed, PRI may elect to terminate this Agreement by notice to Purchaser
as provided in Section 8, which such termination shall be effective immediately
upon Purchaser’s receipt of such notice. In addition, this Agreement shall
terminate automatically if the Closing has not occurred, for whatever reason, by
December 31, 2007. 

	12. 	OTHER BUSINESS OPPORTUNITIES.



                   This
Agreement is, and the rights and obligations of the Parties are, strictly
limited to the matters set forth herein. Each of the Parties shall have the free
and unrestricted right to independently engage in and receive the full benefits
of any and all business ventures of any sort whatever, whether or not
competitive with the matters contemplated hereby, without consulting the other
or inviting or allowing the other to participate therein. The doctrines of
“corporate opportunity” or “business opportunity” shall not be applied to any
other activity, venture, or operation of either Party, whether within, adjacent
to, nearby, or removed from the Reno Creek uranium prospect, and neither Party
shall have any obligation to the other with respect to any opportunity to
acquire any interest in any real or personal property at any time, regardless of
whether the incentive or opportunity of a Party to acquire any such property
interest may be based, in whole or in part, upon the Geologic Data.

	13. 	ARBITRATION. 


                   Any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settle by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules (including the
Emergency Interim Relief Procedures), and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. Any such
arbitration shall take place in the city of Denver, Colorado. In no event,
whether as a result of breach of contract, tort liability (regardless of the
degree of fault or negligence and whether ordinary or gross, sole, joint or
concurrent, or active or 

4




passive), strict liability or otherwise, shall one Party be
liable to the other Party for consequential, special, incidental, indirect or
punitive damages of any nature whatsoever, including, but not limited to,
damages for loss of revenue, lost opportunities, lost profits, costs of capital,
claims of clients or customers, and costs and expenses incurred in connection
with pursuing investment opportunities.

	14. 	ENTIRE AGREEMENT. 


                   This
Agreement constitutes the entire agreement and understanding between the Parties
and integrates all prior discussions and writings between them related to the
subject matter hereof. This Agreement may be amended or modified only pursuant
to a written instrument executed by an authorized representative of each Party.
This Agreement may be executed in two counterparts which shall together
constitute a single instrument.

                   IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

	Power Resources, Inc. 	American Uranium Corporation 
	 	 
	By: /s/ Stephen P. Collings	By: /s/ Robert A. Rich
	 	 
	Stephen P. Collings, President 	Robert A. Rich, President 
	  	  
	Power Resources, Inc. 	  
	 	 
	By: /s/ William C. Salisbury	  
	 	 
	William C. Salisbury, Manager, Land and 	  
	Evaluation 	  


5





	EXHIBIT A 
	TO 
	PURCHASE AGREEMENT 
	DATED OCTOBER 10, 2007 


The Purchased Geologic Data consists of an electronic data base
  of approximately 1,100 drill logs; paper copies of the logs; reduced logs; lithologies;
  and digitized drill hole maps; and miscelanious geologic and environmental data.
  The data pertains to the following lands:

T43N, R73W 6th P. M. Campbell County,
  Wyoming 

Section 27: W/2

  Section 28: W/2 Section 29: S/2 

  Section 30: E/2SE/4 

  Section 33: N/2

  Section 34: 

  All Section 35: W/2





	EXHIBIT B 
	TO 
	PURCHASE AGREEMENT 
	DATED OCTOBER 10, 2007 


UNUNPATENTED LODE MINING CLAIMS


	BLM Serial No. 	Claim Name 	Section 	Township 	Range 
	WMC261869 	WR - 1
    	30 	43N
	73W
  
	WMC261870 	WR - 2
    	30 	43N
	73W
  
	WMC261871 	WR - 3
    	30 	43N
	73W
  
	WMC261872 	WR - 4
    	30 	43N
	73W
  
	WMC261873 	WR - 5
    	30 	43N
	73W
  
	WMC261874 	WR - 6
    	30 	43N
	73W
  
	WMC261875 	WR - 7
    	29, 30
    	43N
	73W
  
	WMC261876 	WR - 8
    	29, 30
    	43N
	73W
  
	WMC261877 	WR - 9
    	29 	43N
	73W
  
	WMC261878 	WR -
      10 	29 	43N
	73W
  
	WMC261879 	WR -
      11 	29 	43N
	73W
  
	WMC261880 	WR -
      12 	29 	43N
	73W
  
	WMC261881 	WR -
      13 	29 	43N
	73W
  
	WMC261882 	WR -
      14 	29 	43N
	73W
  
	WMC261883 	WR -
      15 	29 	43N
	73W
  
	WMC261884 	WR -
      16 	29 	43N
	73W
  
	WMC261885 	WR -
      17 	29 	43N
	73W
  
	WMC261886 	WR -
      18 	29 	43N
	73W
  
	WMC261887 	WR -
      19 	29 	43N
	73W
  
	WMC261888 	WR -
      20 	29 	43N
	73W
  
	WMC261889 	WR -
      21 	29 	43N
	73W
  
	WMC261890 	WR -
      22 	29 	43N
	73W
  
	WMC261891 	WR -
      23 	29 	43N
	73W
  
	WMC261892 	WR -
      24 	29 	43N
	73W
  
	WMC261893 	WR -
      25 	28 	43N
	73W
  
	WMC261894 	WR -
      26 	28 	43N
	73W
  
	WMC261895 	WR -
      27 	28 	43N
	73W
  
	WMC261896 	WR -
      28 	28 	43N
	73W
  
	WMC261897 	WR -
      29 	28 	43N
	73W
  
	WMC261898 	WR -
      30 	28 	43N
	73W
  
	WMC261899 	WR -
      31 	28 	43N
	73W
  
	WMC261900 	WR -
      32 	28 	43N
	73W
  
	WMC261901 	WR -
      33 	28 	43N
	73W
  
	WMC261902 	WR -
      34 	28 	43N
	73W
  
	WMC261903 	WR -
      35 	28 	43N
	73W
  
	WMC261904 	WR -
      36 	28 	43N
	73W
  
	WMC261905 	WR -
      37 	28 	43N
	73W
  
	WMC261906 	WR -
      38 	28 	43N
	73W
  
	WMC261907 	WR -
      39 	28 	43N
	73W
  









	WMC261908 	WR -
      40 	28 	43N
	73W
  
	WMC261909 	WR -
      41 	28 	43N
	73W
  
	WMC261910 	WR -
      42 	28 	43N
	73W
  
	WMC261911 	WR -
      43 	28, 33
    	43N
	73W
  
	WMC261912 	WR -
      44 	28,33
    	43N
	73W
  
	WMC261913 	WR -
      45 	33 	43N
	73W
  
	WMC261914 	WR -
      46 	33 	43N
	73W
  
	WMC261915 	WR -
      47 	33 	43N
	73W
  
	WMC261916 	WR -
      48 	33 	43N
	73W
  
	WMC261917 	WR -
      49 	33 	43N
	73W
  
	WMC261918 	WR -
      50 	33 	43N
	73W
  
	WMC261919 	WR -
      51 	33 	43N
	73W
  
	WMC261920 	WR -
      52 	33 	43N
	73W
  
	WMC261921 	WR -
      53 	33 	43N
	73W
  
	WMC261922 	WR -
      54 	33, 34
    	43N
	73W
  
	WMC261923 	WR -
      55 	33 	43N
	73W
  
	WMC261924 	WR -
      56 	33, 34
    	43N
	73W
  
	WMC261925 	WR -
      57 	33 	43N
	73W
  
	WMC261926 	WR -
      58 	33, 34
    	43N
	73W
  
	WMC261927 	WR -
      59 	33 	43N
	73W
  
	WMC261928 	WR -
      60 	33, 34
    	43N
	73W
  
	WMC261929 	WR -
      61 	33 	43N
	73W
  
	WMC261930 	WR -
      62 	33, 34
    	43N
	73W
  
	WMC261931 	WR -
      63 	27 	43N
	73W
  
	WMC261932 	WR -
      64 	27 	43N
	73W
  
	WMC261933 	WR -
      65 	27 	43N
	73W
  
	WMC261934 	WR -
      66 	27 	43N
	73W
  
	WMC261935 	WR -
      67 	27 	43N
	73W
  
	WMC261936 	WR -
      68 	27 	43N
	73W
  
	WMC261937 	WR -
      69 	27 	43N
	73W
  
	WMC261938 	WR -
      70 	27 	43N
	73W
  
	WMC261939 	WR -
      71 	27 	43N
	73W
  
	WMC261940 	WR -
      72 	27 	43N
	73W
  
	WMC261941 	WR -
      73 	27 	43N
	73W
  
	WMC261942 	WR -
      74 	27 	43N
	73W
  
	WMC261943 	WR -
      75 	27 	43N
	73W
  
	WMC261944 	WR -
      76 	27 	43N
	73W
  
	WMC261945 	WR -
      77 	27 	43N
	73W
  
	WMC261946 	WR -
      78 	27 	43N
	73W
  
	WMC261947 	WR -
      79 	27 	43N
	73W
  
	WMC261948 	WR -
      80 	27 	43N
	73W
  
	WMC272862 	SC 1
    	27, 37
    	43N
	73W
  
	WMC272863 	SC 2
    	28, 34
    	43N
	73W
  
	WMC272864 	SC 3
    	34 	43N
	73W
  
	WMC272865 	SC 4
    	34 	43N
	73W
  
	WMC272866 	SC 5
    	34 	43N
	73W
  
	WMC272867 	SC 6
    	34 	43N
	73W
  









	WMC272868 	SC 7
    	34 	43N
	73W
  
	WMC272869 	SC 8
    	34 	43N
	73W
  
	WMC272870 	SC 9
    	34 	43N
	73W
  
	WMC272871 	SC 10
    	34 	43N
	73W
  
	WMC272872 	SC 11
    	34 	43N
	73W
  
	WMC272873 	SC 12
    	34 	43N
	73W
  
	WMC272874 	SC 13
    	34 	43N
	73W
  
	WMC272875 	SC 14
    	34 	43N
	73W
  
	WMC272876 	SC 15
    	34 	43N
	73W
  
	WMC272877 	SC 16
    	34 	43N
	73W
  
	WMC272880 	SC 19
    	28, 34
    	43N
	73W
  
	WMC272881 	SC 20
    	34, 35
    	43N
	73W
  
	WMC272882 	SC 21
    	34 	43N
	73W
  
	WMC272883 	SC 22
    	34, 35
    	43N
	73W
  
	WMC272884 	SC 23
    	34 	43N
	73W
  
	WMC272885 	SC 24
    	34, 35
    	43N
	73W
  
	WMC272886 	SC 25
    	34 	43N
	73W
  
	WMC272887 	SC 26
    	34, 35
    	43N
	73W
  
	WMC272888 	SC 27
    	34 	43N
	73W
  
	WMC272889 	SC 28
    	34, 35
    	43N
	73W
  
	WMC272890 	SC 29
    	34 	43N
	73W
  
	WMC272891 	SC 30
    	34, 35
    	43N
	73W
  
	WMC272892 	SC 31
    	34 	43N
	73W
  
	WMC272893 	SC 32
    	34, 35
    	43N
	73W
  
	WMC272894 	SC 33
    	34 	43N
	73W
  
	WMC272895 	SC 34
    	34, 35
    	43N
	73W
  
	WMC272898 	SC 37
    	26 	43N
	73W
  
	WMC272899 	SC 38
    	35 	43N
	73W
  
	WMC272900 	SC 39
    	35 	43N
	73W
  
	WMC272901 	SC 40
    	35 	43N
	73W
  
	WMC272902 	SC 41
    	35 	43N
	73W
  
	WMC272903 	SC 42
    	35 	43N
	73W
  
	WMC272904 	SC 43
    	35 	43N
	73W
  
	WMC272905 	SC 44
    	35 	43N
	73W
  








	EXHIBIT C 
	TO 
	PURCHASE AGREEMENT 
	DATED OCTOBER 10, 2007 
	  
	BILL OF SALE 


                   Power
Resources, Inc., a Wyoming corporation, whose address is 141 Union Blvd, Suite
330, Lakewood, Colorado 80228 (“Seller”), in consideration of Ten Dollars
($10.00) and other good and valuable consideration paid by American Uranium
Corporation, a Nevada corporation, whose address is 600 17th Street,
Suite 2800 South, Denver, Colorado 80202 (“Purchaser”), the receipt and
sufficiency of which are hereby acknowledged, does hereby grant, sell, transfer
and deliver to Purchaser that certain Geologic Data more particularly described
in Exhibit A attached hereto and made a part hereof. 

                   THE
GEOLOGIC DATA IS SOLD “AS IS” AND SELLER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS
AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WITH RESPECT TO THE
GEOLOGIC DATA, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, RELIABILITY, QUALITY
OR COMPLETENESS OF THE GEOLOGIC DATA, ITS FITNESS OR SUITABILITY FOR ANY
PARTICULAR PURPOSE OR USE, THE PRESENCE OR ABSENCE OF COMMERCIAL QUANTITIES OF
URANIUM IN ANY PROPERTIES OWNED OR TO BE ACQUIRED BY PURCHASER, OR THE PAST,
PRESENT OR FUTURE VALUE OF THE GEOLOGIC DATA. PURCHASER AGREES THAT IT SHALL
RELY ON THE GEOLOGIC DATA AT ITS SOLE RISK.

                   IN
WITNESS WHEREOF, Seller and Purchaser have executed this Bill of Sale this
___ day of _________, 2007.

	Power Resources, Inc. 	American Uranium Corporation 
	 	 
	By: ___________________________	By: _____________________
	 	 
	Name: _________________________	Name: ___________________
	 	 
	Title: __________________________	Title:
____________________







	Exhibit A 
	To 
	Bill of Sale 
	Dated _________, 2007 


The Purchased Geologic Data consists of an electronic data base
of approximately 1,100 drill logs; paper copies of the logs; reduced logs;
lithologies; and digitized drill hole maps; and miscelanious geologic and
environmental data. The data pertains to the following lands: 

	T43N, R73W 6th P. M. Campbell
      County, Wyoming 


Section 27: W/2 
Section 28:
W/2
 Section 29: S/2 
Section 30: E/2SE/4
 Section 33: N/2
 Section
34: All
 Section 35: W/2