PUTAND CALL OPTION AGREEMENT

(1)

Grafton Resource Investments Ltd

c/o dms Corporate Services Ltd

P O Box 1344, DMS House

20 Genesis Close

Grand Cayman, KY 1-1108 Cayman Islands

A.

Grafton Resource Investments Ltd, (Grafton) holds approximately 7,160,000 "B" Ordinary Shares (Existing Shares) (representing 15.34% of the issued shares) in Kolar (an English company No ###-###-####) and has indicated to Kolar its intention to participate in a current placing being implemented by Kolar by signing an application letter in the form annexed hereto to subscribe for a Convertible Loan Note (CLN) to be issued by Kolar at a subscription price of £680,000 on the terms of the Document issued by Kolar and dated 17th June 2010 as annexed hereto (Placing Document).

B.

The CLN carries the right for the holder to convert the CLN into a further 2,720,000 "B" Ordinary Shares (approximately 8% of the issued shares, following the subscription) being a conversion price of £0.25 per share and also carry warrants to subscribe for an equivalent number of further "B" Ordinary Shares at a subscription price of £0.30 during an 18 month period.

C.

Grafton have agreed to complete the subscription for the CLN as the agent of UGMC, utilising the funds to be provided by UGMC for this purpose.

a.

UGMC will procure that the sum of £680,000 required by way of subscription monies for the CLN is made available for the purposes of such subscription by no later than 30th June 2010.

b.

Grafton will to the extent necessary obtain the consent of Kolar to complete the exercise of the subscription rights for the CLN (and thereafter if requested by UGMC the conversion rights for CLN into New Kolar Shares) as agent for UGCM in accordance with the Placing Document and will request the issue of the CLN by Kolar in the name of UGMC.

a)

Grafton hereby grants to UGMC a 90 day call option (Call Option) to acquire Grafton's entire shareholding in Kolar (both the Existing Shares and (if and to the extent that Grafton may, having subscribed as agent under the terms of the Placing Document, have any rights or interest therein) the CLN and the New Kolar Shares subscribed for using the UGMC subscription monies).

b)

UGMC acknowledges that 90 days shall be sufficient time for it to conduct due diligence in relation to Kolar and to decide whether or not it wishes to exercise its option.

c)

the 90 day Call Option period shall commence on the first business day following payment of the CLN.

d)

the exercise price under the Call Option will be satisfied by the payment within 30 days of the exercise of the Call Option by UGMC of US$6 million (the "Cash Consideration") plus the legally binding commitment for UGMC to issue to Grafton new shares in UGMC having an aggregate value at US$6 million (the "Shares Consideration"), such shares to be issued at the same price as shares in UGMC ranking pari passu therewith are issued to subscribers in the next placing of shares by UGMC, which UGMC have represented can be issued to Grafton without any shareholder or other consent(s) being required and is expected to take place no later than 30 November 2010; and if no such placing by UGMC has taken place by 30 November 2010 the Shares Consideration shall be satisfied by the issue of new UGMC shares at the weighted average share price over 180 days.

a.

Grafton hereby also grants to UGCM a 90 day put option (Put Option) exercisable only during and no later than the end of the Call Option period referred to in paragraph 2 (c) above to require Grafton to acquire from UGMC its entire rights and interest in the CLN (and any New Kolar Shares into which the CLN may at such date have been converted) for an aggregate price of £680,000 such purchase to be completed within 30 days after the exercise of the Put Option

b.

The price payable by Grafton to UGMC under the Put Option shall be satisfied by Grafton in cash (in Stirling or US Dollars at the prevailing spot conversion rate) as Grafton shall decide

a.

The parties undertake to each other to keep confidential the existence of this agreement and to use the information available to it in relation to Kolar only for the purposes contemplated by this agreement, SAVE THAT either party may disclose any information that it is otherwise required to keep confidential under this clause 6:

i.

to such of its professional advisers, consultants and employees or officers as are reasonably necessary to advise on this agreement, or to facilitate the exercise of the Option, provided that the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; or

ii.

with the written consent of the other party; or

iii.

to the extent that the disclosure is required by law or by an regulatory body, tax authority or securities exchange,

a.

A variation of this agreement shall be in writing and signed by or on behalf of each party.

b.

Any waiver of any right under this agreement is only effective if it is in writing and signed by the waiving or consenting party and it applies only in the circumstances for which it is given, and shall not prevent the party who has given the waiver from subsequently relying on the provision it has waived.

c.

Except as expressly stated, no failure to exercise or delay in exercising any right or remedy provided under this agreement or by law constitutes a waiver of such right or remedy or shall prevent any future exercise in whole or in part thereof.

d.

No single or partial exercise of any right or remedy under this agreement shall preclude or restrict the further exercise of any such right or remedy.

e.

Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

a.

A notice given under this agreement shall be in writing and shall be sent for the attention of the person, and to the address given above or to such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally or sent by fax or sent by pre-paid first­- class post or recorded delivery.

b.

A notice is deemed to have been received:

 

i.

if delivered personally, at the time of delivery; or

 

ii.

in the case of fax, at the time of transmission; or

 

iii.

in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting;

a.

If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

b.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.