AGREEMENT FOR THE SALE OF URANIUM CONCENTRATES

(d)          “ Business Day ” means a day (other than a Saturday or Sunday) on which banks are open for general business in the United States of America;

(e)          “ Concentrates ” means natural uranium concentrates containing U ₃ O ₈ produced from the Texas Properties;

(f)           “ Converter ” means the conversion facilities of (i) ConverDyn, located in Metropolis, Ill., and/or (ii) Cameco, located in Blind River, Ontario, as applicable;

(g)          “ Converter’s Notice ” means a written notice issued by the Converter to URI and UG confirming the Origin and the Delivery Quantity that was delivered to Converter by URI on the applicable Delivery Date by which Converter confirms the Book Transfer of Concentrates for the account of and on behalf of UG, and which has been signed by an authorized person of the Converter;

(h)          “ Delivery Date ” means any Business Day during the first week of each calendar month, as determined by URI, during the Term, beginning July 1, 2006, upon which URI delivers Concentrates to the applicable Converter for Book Transfer to UG;

(i)           “ Delivery Location ” means the location of the respective Converter determined by UG pursuant to a Delivery Notice.

(j)           “ Delivery Notice ” means the written notice issued by UG and provided to URI at least 15 days prior to a Delivery Date setting forth the Delivery Location for an applicable delivery;

(k)          “ Delivery Quantity ” means the amount of Concentrates to be delivered on a Delivery Date as set forth in the Invoice from URI to UG as contemplated by Section 4.03.

(l)           “ Delivery Year ” means each twelve-month period starting July 1 and  ending  June 30 throughout the Term during which the delivery of a quantity of Concentrates is made or scheduled to be made pursuant to this Agreement;

(m)          “ GDP-IPD ” means the Gross Domestic Product Implicit Price Deflator as published in the Survey of Current Business by the U.S. Department of Commerce, Bureau of Economic Analysis. In the event the basis for the GDP-IPD is substantially modified or such index is discontinued, the appropriate adjustment to the Index Value or selection of a substitute index, as applicable, shall be made by agreement of the Parties. If the index is converted from one base period to a new base period, U.S. Department of Commerce re-basing factors will be applied so that the basis for determining the percentage change between the index is not altered;

2

(n)         “ Major Uranium Exploration Plays ” means properties owned or operated by URI or its affiliates not subject to this Agreement, more specifically described in a letter dated simultaneously herewith from URI to UG;

3

 (o)         “ Market Price ” means the average of the month end long-term prices for U ₃ O ₈ published for the second month immediately preceding the month in which a Delivery Date occurs by TradeTech in its Nuclear Market Review, defined as Long-Term Price Indicator U ₃ O ₈ and the Ux Consulting Co., LLC, in its UX Weekly, defined as UX Price Indicator U ₃ O ₈ Long-Term. Both long-term prices shall be applicable to origins of U ₃ O ₈ legally acceptable for use in US reactors on the applicable Delivery Date;

(p)          “ Origin ” means the country in which the Delivery Quantity was mined and processed.

(q)          “ Party ” means either UG or URI and “Parties” means both of them;

(r)           “ Shortfall ” means the amount by which the Base Quantity in any Delivery Year is less than 600,000 pounds. After any Delivery Year, to the extent that there is a Shortfall, the Shortfall shall be added to the Base Quantity for the next succeeding Delivery Year. If at the end of the Term of this Agreement there is still a Shortfall, the Parties agree to extend the Term of this Agreement accordingly to reach the full 3,000,000 lbs;

(s)           “ Suspension Agreement ” means the suspension agreement which has been entered into and is still in force as of the date of execution of this Agreement between the United States Department of Commerce and The Russian Federation concerning the import of uranium into the United States of America as such agreement may be amended or replaced;

(t)           “ Term ” means the period of time from the Effective Date until June 30, 2011, or extended due to a Shortfall, during which URI shall deliver Concentrates to UG pursuant to the terms and conditions of this Agreement; and

(u)          “ Texas Properties ” means properties located in Texas currently owned by URI or URI’s parent company or any of its subsidiaries and properties located in Texas acquired by any of them in the future, excluding any Major Uranium Exploration Plays. URI will describe the Texas Properties more specifically in a letter to UG on or before the Effective Date;

(v)          “ U ₃ O ₈ ” means natural triuranium octoxide, the quantity of the element uranium in Concentrates being established by assay and converted to U ₃ O ₈ by multiplying the quantity of uranium by 1.1792.

1.02       Headings :  The division of this Agreement into articles and sections, and the insertion of headings, are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Any reference herein to an article, section or other subdivision is a reference to such provision as contained in this Agreement.

4

1.03       Expanded Meanings :  In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the singular shall include the plural and the plural shall include the singular.

1.04       Calculation of Number of Days :  In any case in which a number of days is prescribed in this Agreement, the same shall be determined exclusive of the first day and inclusive of the last day.

1.05       Rounding of Numerical Figures :  Whenever a numerical figure is to be rounded or calculated to fewer digits than the number of digits available, the following procedure shall be applied unless otherwise specified herein:

(a)           if the first digit discarded is less than five (5), the last digit retained will not be changed; and

(b)          if the first digit discarded is equal to or greater than five (5), the last digit retained will be increased by
one (1).

1.06       Currency : All amounts and sums of money referred to in this Agreement are expressed in terms of United States dollars and all amounts and sums payable hereunder shall be paid in lawful money of the United States of America.

1.07       Entire Agreement :  This Agreement contains all the terms of the mutual understanding between the Parties with respect to the subject matter of this Agreement and supersedes and replaces any and all written and oral arrangements, correspondence, conversations, and documents made and exchanged between the Parties with respect to the subject matter of this Agreement prior to the execution of this Agreement except as otherwise specifically provided for herein. Any modification, alteration, or amendment of this Agreement shall be in writing dated after the date hereof and duly executed by both Parties.

ARTICLE II

CONDITIONS PRECEDENT TO TERMINATION OF THE CONTRACTS

2.01       Generally :  The Parties acknowledge and agree that the obligations set forth in subsections (a) and (b) of Section 2.02 shall be conditions precedent to the effectiveness of the terms and conditions of Articles III through VIII hereof and the termination of the Original Contracts. Notwithstanding the foregoing, until the earlier to occur of the Effective Date (as defined below) or the termination of this Agreement in accordance with Section 2.03, the respective rights, duties and obligations of the Parties set forth in the Original Contracts shall be suspended.

2.02       Conditions :  As partial consideration for the termination of the Contracts, URI shall use reasonable efforts to:

5

(a)          Deliver to UG by Book Transfer at ConverDyn on or before April 30, 2006, a quantity of 21,075 pounds of Concentrates at US$15.50 per pound to be paid by UG within seven (7) working days after the Book Transfer occurred,

(b)          Pay to UG on or before June 30, 2006, Twelve Million Dollars (US$12,000,000.00); provided , however , that URI’s obligation to pay such amount shall be contingent on its ability to obtain debt and/or equity financing therefor on terms reasonably acceptable to URI.

2.03       Effectiveness :  The date that both of the actions set forth in subsections (a) and (b) of Section 2.02 shall have been effected shall be referred to as the “ Effective Date .”  If the Effective Date occurs on or before June 30, 2006, this Agreement shall amend and restate the Original Contracts in their entirety, and the Original Contracts shall terminate and be of no further force and effect. If the Effective Date does not occur on or before June 30, 2006, this Agreement shall terminate and be of no further force and effect and the Original Contracts shall govern the respective rights, duties and obligations of the Parties as more particularly described therein as if this Agreement had not been executed by the Parties; provided, however, that URI shall have the right to extend the June 30 date for up to 45 days if necessary to accommodate the closing of its efforts to raise the $12 million.

2.04       Additional Deliveries Prior to the Effective Date :  Notwithstanding anything to the contrary contained herein, in the event that the Parties agree upon a delivery of Concentrates in addition to the delivery described in Section 2.02(a) prior to the Effective Date, the price therefor shall be in accordance with Section 4.01 and the payment terms therefor shall be in accordance with Section 4.03 through 4.05. Any such delivery will be credited to the amount of the first Delivery Quantity hereunder.

ARTICLE III

TERMS OF PURCHASE AND SALE

3.01       Quantities :

(a)         Base Quantity . Commencing on the Effective Date and subject to the terms and conditions of this Agreement, URI shall sell and deliver to UG during each Delivery Year on the Delivery Dates during the Term of this Agreement, and UG shall purchase, pay for and take delivery from URI of, the Base Quantity. The price for such Base Quantity shall be as set forth in Section 4.01.

(b)          Additional Quantities. If in any Delivery Year, URI has delivered the Base Quantity, and any existing Shortfall, if applicable, and URI has additional production of Concentrates from the Texas Properties available for delivery in such Delivery Year, UG shall have an exclusive right of first refusal (the “ Right of First Refusal ”) to purchase additional Concentrates (“Additional Quantities”) up to an amount which when added to the Base Quantity equals fifty percent (50%) of the Concentrates produced at the Texas Properties in that Delivery Year.

6

Upon the receipt of written notice from URI to UG of a Right of First Refusal, UG shall have a period of 15 Business Days during which it may accept such Right of First Refusal. If UG does not notify URI in writing within such 15 Business Day period, the Right of First Refusal shall terminate for such Delivery Year. If UG accepts the Right of First Refusal, the price for such Concentrates shall be determined pursuant to Section 4.02, and the actual delivery date shall be as mutually agreed upon by URI and UG with payment due in accordance with Sections 4.03 through 4.05.

(c)         Estimated Production Schedule . URI has simultaneously herewith furnished to UG an estimated production schedule. URI will periodically, but not less frequently than on the last day of each calendar quarter, update the estimated production schedule in writing to UG. It is understood that the estimate is only an estimate and that URI shall have no liability to UG if it fails to meet the estimated production schedule or if it fails to deliver 600,000 pounds of Concentrates in any Delivery Year.

3.02       Delivery Notice :   At least 15 days prior to each Delivery Date, UG shall provide URI in writing a Delivery Notice containing the Delivery Location to be met by URI for such delivery.

3.03       Delivery, Delivery Location and Delivery Date :  On each Delivery Date, URI shall deliver the Delivery Quantity to UG by Book Transfer with the Converter at the applicable Delivery Location set forth in the Delivery Notice. There shall be not more than 12 deliveries of Concentrates in any given Delivery Year, except pursuant to a Right of First Refusal.

3.04       Source of Supply/Origin:  The Concentrates delivered to UG will be sourced from the Texas Properties.

3.06       Conveyance :  URI shall issue to the Converter an instruction to effect the Book Transfer of the Delivery Quantity on each Delivery Date. URI shall instruct the Converter to provide UG and URI with a copy of the Converter’s Notice by facsimile tran