AGREEMENT

UPC agrees to transfer 50% of its ownership in the Sahara Agreement and the Green River South properties to the USE Parties.

The USE Parties agree to transfer 50% of its ownership in the Green River North properties to UPC.

UPC agrees to provide the first $500,000 in expenditures to the joint venture, USE Parties agree to provide the next $500,000 in expenditures to the joint venture and thereafter UPC and the USE Parties will fund all expenditures on a 50% UPC and 50% the USE Parties basis.

The UPC stock to be paid to the Uranium Group LLC pursuant to the Sahara Agreement as specified in Section 3.1.3 Initial Option and Section 3.4 Additional Option shall be valued as between UPC and the USE Parties as the actual UPC stock price at the time of payment or $1.00/share, which ever is less, such amount in Canadian currency. The USE Parties shall have the option to pay this amount to UPC by cash, UPC stock or USE stock.

UPC and the USE Parties will form two separate joint ventures; one for the Green River South properties and one for the Green River North properties. The Green River South joint venture agreement shall be between the Uranium Group LLC, UPC and the U.S. Energy Parties and the terms and conditions shall be consistent with the Sahara Agreement. The Green River North joint venture agreement shall be between UPC and the USE Parties and the terms and condition shall be consistent with other joint venture agreements between UPC and the U.S. Parties. However, for purposes of calculating expenditure commitments, the two joint ventures shall be considered as one.

The joint ventures will be managed by a Management Committee with equal representation from each of UPC and the USE Parties.

The USE Parties will be the Operator of the joint ventures, reporting to the Management Committee and may charge a minimum of cost plus 10% for its services and materials and 2% of the direct costs associated with contract work related to development and mining and purchase of capital equipment furnished to the joint ventures as provided in joint venture agreements to be executed by UPC and the USE Parties.

The parties to the joint venture agreements shall contribute to the costs and expenses and share in the joint venture in proportion to their respective participating interests, as they may from time to time then appear.

This Agreement may be terminated at any time by the mutual written consent of parties or in accordance to the joint venture agreement.

The parties intend that neither this Agreement nor the joint venture agreements contemplated hereunder shall create a partnership or mining partnership between UPC, the USE Parties and/or the Uranium Group LLC. Rather their relationship is one of covenants and the liability of the parties shall be several and not joint or collective.

UPC represents that it has received approval from its Board of Directors prior to the execution of this Agreement.

The USE Parties represent that they have received approval from their respective Board of Directors prior to the execution of this Agreement.

Any notice, consent, authorization or other communication to be given hereunder shall be in writing and shall be deemed duly given and received when delivered personally, when transmitted by fax, three days after being mailed by first class mail, or one day after being sent by a nationally recognized overnight delivery service, charges and postage prepaid, properly addressed to the party to receive such notice, at the following address or fax number for such party (or at such