Preamble Object of the Contract

(a) “Agreed Rate” means a rate per annum that is equal to two percentage points (2%) in excess of the prime rate of interest per annum announced by JPMorganChase Bank, at New York, New York, as its prime rate of interest for U.S. Dollar commercial loans;

(b) “Book Transfer” is the transfer of U3O8 in the records of the Converter from the Concentrates account of Seller to the Concentrates account of Buyer;

(c) “Business Day” means a day other than a Saturday, Sunday and any other day on which commercial banks are authorized or required to close of business in Texas or New York;

(d) “Concentrates” means natural uranium concentrates containing U3O8, which will be supplied from Texas Properties Owned by Seller;

(e) “Contract” means this Contract as the same may be modified or amended from time to time in accordance with its terms and expressions “herein,” “hereto,” “hereunder,” “hereof,” and similar expressions refer to this Contract;

(f) “Converter” means Honeywell International’s facility at Metropolis, Illinois, U.S.A.;

(g) “Delivery Certificate” means a document including the information regarding delivery date, delivered quantity and origin by which the Converter confirms Book Transfer of Concentrates for the account of and on behalf of Buyer or for the account of another person designated by Buyer, and which has been signed by an authorized person of the Converter;

(h) “Delivery Year” means the calendar year during which delivery of a quantity of Concentrates is made or scheduled to be made pursuant to this Contract;

(i) Intentionally left blank;

(j) Intentionally left blank;

(k) “Kingsville Production” means all Concentrates, other than Vasquez Production, processed to U3O8 at the Kingsville Dome processing facility and whose source is Texas Properties Owned by Seller until operations are ceased and the processing facility is placed in decommissioned status by either or both U.S. Federal and State of Texas Authorities;

(l) “Month” means calendar month;

(m) “Pound (lb)” means 1 pound avoirdupois;

(n) “Production Certificate” shall mean a certificate prepared by Seller, for the purpose specified in Article 2.2, in certifying the final annual production for Kingsville Production, Rosita Production and Vasquez Production;

(o) “Rosita Production” means all Concentrates, other than Vasquez Production, processed to U3O8 at the Rosita processing facility and whose source is Texas Properties Owned by Seller until operations of the processing facility are ceased and the processing facility is placed in decommissioning status by either or both U.S. Federal and State of Texas Authorities;

(p) Intentionally left blank;

(q) “Texas Properties Owned by Seller” means properties located in Texas currently owned by Seller or Seller’s Parent Company or any of its subsidiaries and properties located in Texas acquired by any of them in the future, excluding any production from two large ranches, which Seller has identified to Buyer in a letter dated the date hereof and initialed by the parties as establishing the identify of such ranches;

(r) “Specifications” means the requirements of the Converter in effect for each delivery of Concentrates in order to convert from U3O8 to UF6 without any penalty or surcharge or the like imposed by the Converter;

(s) “U3O8” means natural triuranium octoxide, the quantity of the element uranium in Concentrates being established by assay and converted to U3O8 by multiplying the quantity of uranium by 1.1792;

(t) “UF6” means natural uranium hexafluoride;

(u) “Vasquez Production” means all Concentrates from the Vasquez mine located in Duval County, Texas operated by Seller that is processed to at the Kingsville Dome processing facility or Rosita processing facility until operations at the Vasquez mine are cases and the Vasquez mine is place in decommissioned status by either or both U.S. Federal or State of Texas Authorities;

(v) “Year” means a period of 12 consecutive calendar months commencing on the 1st January and ending on 31st December and “Annual” has a corresponding meaning.

(a) In this Contract, unless the contrary intention appears, words importing the singular shall include the plural and vice versa, and words importing any gender shall include any other gender;

(b) In this Contract, unless the context requires otherwise, a reference to any statute, statutory rule or regulation shall mean that which is amended or substituted if such is amended or substituted during the term of this Contract;

(c) The Article headings shall not affect the interpretation of this Contract and are used solely for reference purposes;

(d) In making calculations in accordance with the terms of this Contract, unless defined elsewhere, any figure shall be calculated to the nearest second decimal place.  Whenever pursuant to this Contract a numerical figure is to be rounded or calculated to fewer digits than the number of digits available, then unless otherwise specified herein, the following procedures shall be applied:

(a) The delivery shall be deemed to have been made when Concentrates containing a specified quantity of U3O8 are transferred to Buyer’s account or Buyer’s designated by Book Transfer.

(c) Seller is responsible for all charges imposed by Converter for the Book Transfer to Buyer.

(a) When Market Price is $56.50 per Pound of Concentrates or less.  When the Market Price is $56.50 per Pound of Concentrates or less, the Purchase Price shall be the Market Price less five (5) percent.

(b) When the Market Price is more than $56.50 per Pound of Concentrates.  When the Market Price is more than $56.50 per Pound of Concentrates, the Purchase Price shall be the Market Price less seven (7) percent.

(c) Market Price.  “Market Price” shall mean the U3O8 Spot Price Indicator published by TradeTech for the second Friday of each month in which a delivery of Concentrates is made.

(a) the matters constituting or likely to constitute Force Majeure, together with evidence thereof;

(b) an estimate of the period within which the prevention or delay will continue;

(c) the action taken or proposed to be taken to minimize or overcome the prevention or delay;

(d) the extent to which delivery or acceptance of U3O8 will be affected.

(a) take effect from the date of receipt of the notice of termination by the other party;

(b) operate as a discharge of performance of the unexecuted portion of this Contract, except performance of any obligation outstanding at the date on which the notice of termination takes effect;

(c) not abrogate or prejudice any right (whether conferred by this Contract or existing by law of in equity) of either party in respect of any antecedent breach by the other of any obligation under this Contract.

(a) Any dispute, controversy or claim arising out of or relating to this Agreement shall be finally resolved by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then obtaining.  Unless otherwise agreed in writing by the Parties hereto, the arbitral panel shall consist of three (3) arbitrators, one to be appointed by each Party and the third to be appointed by the two arbitrators appointed by the Parties.  In the event that a Party fails to appoint an arbitrator within fifteen (15) days after any such dispute, controversy or claim has been referred to arbitration hereunder, then, in such event, the other Party may request the American Arbitration Association to appoint an arbitrator for the Party failing to make such appointment.  In the event that the third arbitrator has not been appointed within thirty (30) days after any such dispute, controversy or claim has been referred to arbitration hereunder, then, in such event, either Party may request the American Arbitration Association to appoint such third arbitrator.  The arbitration proceedings, all documents submitted therein and the award of the arbitral panel shall be in the English language, and all members of the arbitral panel shall be fluent in English.  The arbitration proceedings shall be held in New York, New York, the United States of America.  Both Parties shall be entitled to representation by counsel, to appear and present written or oral evidence and argument and to cross-examine witnesses presented by the other Party.  The arbitral award shall be in writing and the arbitral panel shall provide written reason for its award.  The award of the arbitral panel shall be final and binding upon the Parties.  Except as otherwise provided under applicable law, the Parties waive any rights to appeal or to review such award by any court or tribunal, and such award shall be final and binding.  Each Party agrees that any arbitral award rendered against it shall be conclusive and may be enforced, to the extent permitted by applicable law, in any court having jurisdiction thereof, by suit on the arbitral award, a certified copy of which arbitral award shall be conclusive evidence thereof, or by such other means provided by applicable law.  The Parties further agree to undertake to carry out without delay the provisions of any arbitral award or order.  A Party may disclose the contents of an award of the arbitral tribunal only to affiliates, Governmental Authorities or other persons as required by applicable law.

(b) To the extent any Party has or may acquire any immunity (sovereign or otherwise) from jurisdiction of any arbitral tribunal or court in or in connection with any arbitration under this Agreement or any proceeding, action, lawsuit or process (whether through service or notice, attachment in aid of execution, execution or otherwise) pursuant to, in aid of, arising out of, in confirmation or registration of, or to enforce, an award of an arbitration proceeding under this Agreement, each Party , solely for the purpose of such arbitration proceeding, action, lawsuit or process, hereby irrevocably waives such immunity.  The foregoing waiver and consent are intended to be effective to the fullest extent now or hereafter permitted by the applicable law of any jurisdiction where any suit, action or proceeding with respect to an arbitration under this Agreement may be commenced, including the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States of America and are intended to be irrevocable and not subject to withdrawal for purposes of such act.

(c) Pending the final decision of the arbitrator of a dispute hereunder, Buyer and Seller shall diligently proceed with the performance of any portion of the Agreement without prejudice to a final adjustment in accordance with the decision rendered by the arbitral tribunal with respect to such dispute.

(a) required by law or by the Government regulation;

(b) reasonably necessary for submission to an arbitrator pursuant to Article XIII or for the purposes of any administrative or legal proceeding involving both parties;

(c) required by any stock exchange on which the shares of such party may then be listed for quotation;

(d) reasonably necessary for financing purposes; or

(e) made to legal and financial advisors or certified public accountants of either party who are bound to treat any information disclosed to them as confidential.