STOCK OPTION AND SUBSCRIPTION AGREEMENT

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

STOCK OPTION AND SUBSCRIPTION AGREEMENT

THIS STOCK OPTION AND SUBSCRIPTION AGREEMENT is dated effective the 1st day of August, 2007 (the “Date of Grant”).

BETWEEN:

AMERICAN URANIUM CORPORATION , a Nevada corporation, with a business address at 600 17th Street, Suite 2800 South Denver CO 80202

(the “Company”);

AND:

MICHAEL BAYBAK, a business person with an address at 4515 Ocean View Blvd., Suite 305, La Cañada, CA 91011

(the “Optionee”).

WHEREAS:

A. The Board has authorized the grant to the Optionee of stock options to purchase a total of 800,000 common shares of the Company.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration, it is hereby agreed by and between the parties as follows:

1. DEFINITIONS

1.1 In this Agreement, the following terms shall have the following meanings:

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1.2 Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan.

2. THE OPTIONS

2.1 The Company agrees to offer to the Optionee the option to purchase, upon the terms and conditions set forth herein and in the Plan, once it has been adopted, Options to purchase a total of 800,000 Optioned Shares at the Exercise Price.

2.2 The Options will be fully vested.

2.3 The Options shall, at 5:00 p.m. (Pacific time) on the Expiry Date, forthwith expire and be of no further force or effect whatsoever.

2.4 Subject to compliance with any applicable securities laws, the Options shall be exercisable, in full or in part until termination; provided, however, that any Optionee who is subject to the reporting and liability provisions of Section 16 of the Securities Exchange Act of 1934 with respect to the Common Stock shall be precluded from selling, transferring or otherwise disposing of any Common Stock underlying any Options during the six months immediately following the grant of that Option. If less than all of the shares of any Options are purchased, the remainder may be purchased at any subsequent time prior to the Expiry Date. No portion of any Options for less than 50 shares (as adjusted pursuant to Section 5.8 of the Plan) may be exercised; provided, that if the portion of any Options is less than 50 shares, it may be exercised with respect to all shares. Only whole shares may be issued pursuant to the exercise of any Options, and to the extent that any Options covers less than one share, it is unexercisable.

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2.5 Each exercise of the Options shall be by means of delivery of a Notice of Exercise (which may be in the form attached hereto as Schedule A) to the Secretary of the Company at its principal executive office, specifying the number of shares of Common Stock to be purchased and accompanied by payment in cash by certified check or cashier's check in the amount of the full exercise price for the Common Stock to be purchased. In addition to payment in cash by certified check or cashier's check, an Optionee or transferee of the Options may pay for all or any portion of the aggregate exercise price by complying with one or more of the following alternatives:

It is a condition precedent to the issuance of Optioned Shares that the Optionee execute and/or deliver to the Company all documents and withholding taxes required in accordance with Section 5.12 of the Plan.

2.6 Nothing in this Agreement shall obligate the Optionee to purchase any Optioned Shares except those Optioned Shares in respect of which the Optionee shall have exercised the Options in the manner provided in this Agreement.

2.7 The terms of the Options are subject to the provisions of the Plan, as the same may from time to time be amended, and any inconsistencies between this Agreement and the Plan, as the same may be from time to time amended, shall be governed by the provisions of the Plan, a copy of which has been delivered to the Optionee, and which is available for inspection at the principal offices of the Company.

3. REGISTRATION RIGHTS.

3.1 If before the Expiry Date the Company decides to file any registration statement (the "Registration Statement") under the 1933 Act covering the distribution or sale of any securities of the Company other than the Optioned Shares (other than a registration on Form S-8), it shall forthwith give written notice (the "Registration Notice") to the Optionee of such decision. The Optionee shall have the right to elect, by written notice (the "Reply to Registration Notice") to be given to the Company not more than five (5) business days following receipt of the Registration Notice, to have the Registration Statement cover the sale of the exercised or unexercised Optioned Shares by the Optionee which are not then the subject of an effective registration statement. However, if under Rule 415 of the Securities Act of 1933 the number of shares that may be registered is limited, the shares to be registered under this clause will be reduced first, before reduction of other shares to be registered in the registration statement.

4. ACKNOWLEDGEMENTS OF THE OPTIONEE

The Optionee acknowledges and agrees that:

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