Loan And Control Share Pledge And Security Agreement

REVERSAL LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT



THIS REVERSAL LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made this 8 th day of August, 2007, by and among CROMWELL URANIUM HOLDINGS, INC., an Arizona corporation ("Borrower"), Robert McIntosh (the "Stockholder"), and CROMWELL URANIUM CORP., a Nevada corporation ("Lender").



W I T N E S S E T H:



WHEREAS, Lender, Stockholder and Borrower have entered into a certain Reversal Agreement ("Reversal Agreement") of even date herewith (capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Reversal Agreement);



WHEREAS, pursuant to the Reversal Agreement; among other provisions, the Stockholder is purchasing the Company Shares from the Company for a Purchase Price consisting of the Merger Shares and, as additional consideration, the return of the Capital Infusion;



WHEREAS, to provide Borrower with the opportunity to repay a portion of the Capital Infusion over time, Lender has agreed to provide Borrower with a temporary loan in the amount of $557,927.30;



WHEREAS, in order to secure the Borrower's obligations under such loan including, but not limited to, the Borrower's obligations under the Note and Security Agreement (herein referenced), both dated as of even date herewith, the Stockholder has agreed to pledge to the Lender 100 shares of Borrower's common stock (the "Borrower Control Shares") which will constitute 100% of the outstanding capital stock of Borrower, on a fully-diluted basis;



NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and the Lender, intending to be legally bound, agree as follows:



ARTICLE I - LOAN



1.1. Loan . Lender agrees, on the terms and conditions of this Agreement, to make a loan to Borrower in the amount of Five Hundred Fifty Seven Thousand Nine Hundred Twenty Seven Dollars and Thirty Cents ($557,927.30) (the "Loan"). Upon the execution and delivery of this Agreement (the "Loan Date"), the full amount of the Loan to Borrower shall be deemed to have been disbursed to the Borrower.



1.2. The Note . Borrower has authorized the issuance of a promissory note (the "Note") made in favor of Lender by Borrower, which shall be in the form set forth in Exhibit A attached hereto. The Loan shall bear interest at the rate of nine percent (9%) per annum, and shall be due and payable to the order of Lender on November 15, 2007 (the "Due Date"); provided, however, that from and after an Event of Default, as defined in Article VI hereof, such interest rate shall increase to fifteen percent (15%) per annum.












1.3. Payments . Borrower will begin making consecutive monthly interest only payments on the Loan of accrued interest commencing thirty (30) days after the date hereof and continuing through the Due Date, at which time Borrower shall repay the unpaid principal amount of the Loan, together with accrued and unpaid interest. Borrower may prepay the Loan, in whole or in part, together with accrued interest thereon, at any time without penalty.



ARTICLE II - SECURITY



As collateral security for Borrower's obligations hereunder and under the Note, Borrower will grant and pledge a security interest in all of its respective assets to Lender, upon the terms and conditions of a Security Agreement in the form set forth in Exhibit B attached hereto, which is being executed and delivered simultaneously herewith. As an additional inducement to Lender to make the Loan hereunder, the Stockholders will pledge the Borrower Control Shares, as provided for below. All certificates representing the Borrower Control Shares, shall be deposited into escrow pursuant to the Pledge and Escrow Agreement (the "Escrow Agreement") being executed simultaneously herewith.





ARTICLE III - BORROWER CONTROL SHARES



3.1 Rights Relating to Borrower Control Shares . Prior to the occurrence of an Event of Default (as defined herein), (i) the Lender shall have no right to vote the Borrower Control Shares at any meeting of the Borrower ?s stockholders, and (ii) the Lender shall have no right to assign or transfer the Borrower Control Shares. Upon the occurrence of such an Event of Default, the Lender shall be entitled (X) to vote the Borrower Control Shares, and (Y) to assign or transfer such Borrower Control Shares, and to enjoy all other rights and privileges incident to the ownership of the Borrower Control Shares. Lender shall credit against the amounts owed on the Loan, any dividends or distributions received with respect to the Borrower Control Shares, and any proceeds received from the sale or disposition of the Borrower Control Shares.



3.2 Release of Pledged Shares from Pledge and Borrower Control Shares from Escrow . Upon the payment of all amounts due to the Lender under the Loan Documents by repayment in accordance with the terms of the Note, the parties hereto shall notify the Escrow Agent, as such term is defined in the Escrow Agreement, to such effect in writing. Upon receipt of such written notice, the Escrow Agent shall return to the party designated in the notice the Transfer Documents and the certificates representing the Borrower Control Shares. Notwithstanding anything to the contrary contained herein, upon full payment of all amounts due to the Lender under the Loan Documents, by repayment in accordance with the terms of the Note, this Agreement and Lender's security interest and rights in and to the Borrower Control Shares shall terminate.







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ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF BORROWER



Borrower (together with the Stockholder, with respect to Section 4.11 below) represents and warrants to Lender as follows:



4.1. Organization . Borrower is a corporation duly existing under the laws of its jurisdiction of incorporation and qualified and licensed to do business in any jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to be so qualified would not have a material adverse effect on the business, operations, condition (financial or otherwise), property or prospects of Borrower, or the ability of Borrower to carry out their respective obligations under the Loan Documents (as defined in Section 4.2 below) (a "Company Material Adverse Effect").



4.2. Subsidiaries . Borrower has no Subsidiaries. For purposes of this Agreement, a "Subsidiary" means any corporation, partnership, joint venture or other entity in which Borrower has, directly or indirectly, an equity interest representing 50% or more of the capital stock thereof or other equity interests therein.



4.3. Authorization . All corporate action on the part of Borrower and its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of all obligations of Borrower under this Agreement, the Note, the Security Agreement, the Escrow Agreement and all other documents necessary or desirable in connection with the Loan (collectively, the "Loan Documents") to which any of them may be a party have been taken. This Agreement, the Note, the Escrow Agreement and the Security Agreement, when executed and delivered by Borrower, shall constitute legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights and the enforcement of debtors' obligations generally and by general principles of equity, regardless of whether enforcement is pursuant to a proceeding in equity or at law.



4.4. Absence of Conflicts . The execution, delivery and performance of this Agreement and each of the other Loan Documents is not in conflict with nor does it constitute a breach of any provision contained in Borrower ?s organizational documents, nor will it constitute an event of default under any material agreement to which Borrower is a party or by which Borrower is bound.



4.5. Consents and Approvals . Borrower has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all governmental authorities and agencies that are necessary for the continued operation of Borrower's business as currently conducted, or are required by law.







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4.6 Capitalization . The authorized and outstanding share capital of Borrower consists of 100,000 shares of common stock, $0.01 par value, of which 100 shares are outstanding as of the date of this Agreement. There are no subscriptions, convertible securities, options, warrants or other rights (contingent or otherwise) currently outstanding to purchase any of the authorized but unissued capital stock of Borrower. Borrower has no obligation to issue shares of its capital stock, or subscriptions, convertible securities, options, warrants, or other rights (contingent or otherwise) to purchase any shares of its capital stock or to distribute to holders of any of its equity securities, any evidence of indebtedness or asset. No shares of Borrower capital stock are subject to a right of withdrawal or a right of rescission under any applicable securities law. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Borrower. To the Knowledge of the Borrower, except as otherwise contemplated by this Agreement, there are no agreements to which the Borrower is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under any applicable securities laws, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or "drag-along" rights) of any securities of the Borrower. To the Knowledge of the Borrower, there are no agreements among other parties, to which the Borrower is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or "drag-along" rights) of any securities of the Borrower.



4.7. Litigation . There are no actions, suits, claims, investigations, arbitrations or other legal or administrative proceedings, to the Knowledge of Borrower, threatened against Borrower at law or in equity, and to Borrower ?s Knowledge, there is no basis for any of the foregoing. There are no unsatisfied judgments, penalties or awards against or affecting Borrower or its businesses, properties or assets. Borrower is not in default, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by Borrower with respect to any order, writ, injunction or decree known to or served upon Borrower of any court or of any foreign, federal, state, municipal or other governmental department, commission, boar ...