(a)       "Agreement" means this "Share Exchange Agreement" as entered into among the Vendor, the Company, UEC and the Purchaser herein, together with any Schedules attached hereto and any amendments made to either of the agreement or Schedules;

(b)       "AMEX" means the NYSE Amex equities exchange, together with its respective successors and permitted assigns as the context so requires;

(c)       "Arbitration Act" means the British Columbia International Commercial Arbitration Act, as amended from time to time, and the rules and regulations promulgated therein, as set forth in Article "13" hereinbelow;

(d)       "Attorney" has the meaning ascribed to it in section "11.3" hereinbelow;

(e)       "Board of Directors" means, as applicable, the respective Board of Directors of the relevant Party hereto as duly constituted from time to time;

(f)       "business day" means any day during which chartered banks are open for business in the City of Corpus Christi, Texas, U.S.A.;

(g)       "Business Documentation" means any and all records and other factual data and information relating to the Company's business interests and assets and including, without limitation, all plans, agreements and records which are in the possession or control of the Vendor or the Company in that respect;

(h)       "Closing" has the meaning ascribed to it in section "6.1" hereinbelow;

(i)       "Closing Date" has the meaning ascribed to it in section "6.1" hereinbelow;

(j)       "Commission" means the United States Securities and Exchange Commission;

(k)       "Company" means Piedra Rica Mining S.A., or any successor company of the Company, however formed, whether as a result of merger, amalgamation or other action;

(l)       "Company's Disclosure Schedule" has the meaning ascribed to it in section "2.2" hereinbelow;

(m)       "Company's Assets" means all assets, contracts, equipment, goodwill, inventory and Intellectual Property of the Company and including, without limitation, all of the property interests, assets, contracts, equipment, goodwill and inventory which are listed and described in Schedules "D" through "H" which are attached hereto and which form a material part hereof;

(n)       "Financial Statements" has the meaning ascribed to it in section "3.2" hereinbelow; a copy of the Financial Statements of the Company being set forth in Schedule "C" which is attached hereto and which forms a material part hereof;

(o)       "Confidential Information" has the meaning ascribed to it in section "10.1" hereinbelow;

(p)       "Defaulting Party" and "Non-Defaulting Party" have the meanings ascribed to them in section "14.1" hereinbelow;

(q)       "Effective Date" has the meaning ascribed to it on the front page of this Agreement;

(r)       "Escrow Agent" has the meaning ascribed to it in section "7.1" hereinbelow;

(s)       "Execution Date" means the actual date of the complete execution of this Agreement and any amendment thereto by all Parties hereto as set forth on the front page of this Agreement;

(t)       "Holding" has the meaning ascribed to it in each of sections "2.8" and "2.9" hereinbelow;

(u)       "Indemnified Party" and "Indemnified Parties" have the meanings ascribed to them in section "15.1" hereinbelow;

(v)       "Initial Due Diligence" has the meaning ascribed to it in section "5.1" hereinbelow;

(w)       "Intellectual Property" means, with respect to the Company, all right and interest to all patents, patents pending, inventions, know-how, any operating or identifying name or registered or unregistered trademarks and tradenames, all computer programs, licensed end-user software, source codes, products and applications (and related documentation and materials) and other works of authorship (including notes, reports, other documents and materials, magnetic, electronic, sound or video recordings and any other work in which copyright or similar right may subsist) and all copyrights (registered or unregistered) therein, industrial designs (registered or unregistered), franchises, licenses, authorities, restrictive covenants or other industrial or intellectual property used in or pertaining to the Company and including, without limitation, the items described in Schedule "D" which is attached hereto and which forms a material part hereof, and all lists of customers, documents, records, correspondence and other information pertaining to the Company;

(x)       "Mineral Assets" has the meaning ascribed to it in recital "A hereinabove; the particulars of such Assets being set forth in Schedule "A" which is attached hereto;

(y)       "Mineral Assets Condition Precedent" has the meaning ascribed to it in section "5.1" hereinbelow;

(z)       "Mineral Assets Documentation" means any and all technical records and other factual engineering data and information relating to the mineral property interests comprising the Assets and including, without limitation, all plans, maps, agreements and records which are in the possession or control of any Party hereto;

(aa)     "Parties" or "Party" means, respectively, collectively and individually, as the context so requires, each of the Vendor, the Company, UEC and/or the Purchaser hereto, as the case may be, together with their respective successors and permitted assigns as the context so requires;

(ab)     "person" or "persons" means an individual, corporation, partnership, party, trust, fund, association and any other organized group of persons and the personal or other legal representative of a person to whom the context can apply according to law;

(ac)     "Power of Attorney" has the meaning ascribed to it in section "11.3" hereinbelow;

(ad)     "Purchased Shares" has the meaning ascribed to it in recital "E" hereinabove; the particulars of the registered and beneficial ownership of such Purchased Shares being set forth in Schedule "B" which is attached hereto;

(ae)     "Purchase Price" has the meaning ascribed to it in section "2.2" hereinbelow;

(af)     "Purchaser" means UEC Paraguay Corp., a company incorporated pursuant to the laws of the State of Nevada, U.S.A., or any successor Company, however formed, whether as a result of merger, amalgamation or other action;

(ag)     "Purchaser's Business" has the meaning ascribed to it in recital "B." hereinabove;

(ah)     "Purchaser's Disclosure Schedule" has the meaning ascribed to it in section "4.1" hereinbelow;

(ai)     "Ratification" has the meaning ascribed to it in section "6.1" hereinbelow;

(aj)     "Regulation D", "Regulation S", "Rule 144", "Rule 501", "Rule 506" and "U.S. Person" have the meanings ascribed to them in the Securities Act;

(ak)     "Regulation S Certificate" and "Accredited Investor Certificate" have the meanings ascribed to them in section "4.1" hereinbelow; the proposed forms of which being attached hereto as Schedule "J" and forming a material part hereof;

(al)     "Regulatory Approval" means the acceptance for filing, if required, of the transactions contemplated by this Agreement by the Regulatory Authorities;

(am)     "Regulatory Authority" and "Regulatory Authorities" means, either singularly or collectively as the context so requires, AMEX and such other regulatory agencies who have or who may have jurisdiction over the affairs of the Company, the Vendor, the Purchaser and UEC herein and including, without limitation, and where applicable, all applicable securities commissions and again including, without limitation, the Commission, and all other regulatory authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated by this Agreement;

(an)     "Royalty" and "Royalty Purchase Price" have the meanings ascribed to them in section "2.9" hereinbelow;

(ao)     "Securities Act" means the United States Securities Act of 1933, as amended, and all the Rules and Regulations promulgated under the Securities Act; "1934 Act" means the United States Securities Exchange Act of 1934, as amended, and all the Rules and Regulations promulgated under the 1934 Act; and "B.C. Securities Act" means the British Columbia Securities Act, as amended, and all the Rules and Regulations promulgated under the B.C. Securities Act;

(ap)     "Share" has the meaning ascribed to it in section "2.2" hereinbelow, and "Shares" means all Shares issued as part of the Purchase Price hereunder;

(aq)     "Subject Removal Date" has the meaning ascribed to it in section "5.1" hereinbelow;

(ar)     "subsidiary" means any company of which more than 50% of the outstanding shares carrying votes at all times (provided that the ownership of such shares confers the right at all times to elect at least a majority of the board of directors of such company) are for the time being owned by or held for a company and/or any other company in like relation to the company, and includes any company in like relation to the subsidiary;

(as)     "Transfer Agent" means the Purchaser's existing registrar and transfer agent for its common shares, or any successor Transfer Agent, however formed, whether as a result of merger, amalgamation or other action;

(at)     "Transfer Documents" has the meaning ascribed to it in section "7.2" hereinbelow; and

(au)     "Vendor" means, at present, Transandes Resources, Inc., a company incorporated pursuant to the laws of the State of Nevada, U.S.A., or any successor company, however formed, whether as a result of merger, amalgamation or other action, the sole shareholder of the Company herein, together with each of its respective successors and permitted assigns as the context so requires.

(a)       the words "herein", "hereof", "hereunder", "hereinabove" and "hereinbelow" and other words of similar import refer to this Agreement as a whole and not to any particular Article, section or other subdivision of this Agreement;

(b)       any reference to an entity shall include and shall be deemed to be a reference to any entity that is a permitted successor to such entity; and

(c)       words in the singular include the plural and words in the masculine gender include the feminine and neuter genders, and vice versa.

"The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or applicable state securities laws. They may not be sold, offered for sale, pledged or otherwise transferred except pursuant to an effective registration statement under the U.S. Securities Act and in accordance with any applicable state securities laws, or pursuant to an exemption or exclusion from registration under the U.S. Securities Act and any applicable state securities laws. The securities represented by the certificate cannot be the subject of hedging transactions unless such transactions are conducted in compliance with the U.S. Securities Act."; and

"Unless permitted under securities legislation, the holder of this security must not trade the security before [the date which is four months plus a day from the date of issuance].";

(a)       the Shares are restricted securities within the meaning of "Rule 144" promulgated under the Securities Act;

(b)       the exemption from registration under Rule 144 will not be available in any event for at least six months from the date of issuance of the Shares to the Vendor, and even then will not be available unless (i) a public trading market then exists for the common stock of the Purchaser, (ii) adequate information concerning the Purchaser is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and

(c)       any sale of the Shares may be made by the Vendor only in limited amounts in accordance with such terms and conditions.

(a)       the Purchaser shall give notice to the Vendor of the date on which uranium is first mined or extracted from any of the mineral interests comprising the Mineral Assets;

(b)       the amount of the Royalty payable to the Vendor shall be calculated by the Purchaser at the end of each quarterly period for UEC (that being as at each of July 31^st, October 31^st, January 31^st and April 30^th, respectively, at the moment) and shall be paid to the Vendor on or before the last day of the next following quarter. Any adjustments in the payment of the Royalty hereunder arising out of an audit referred to in paragraph "2.9(d)" hereinbelow shall be made and paid at that time;

(c)       for the purposes of calculating the amount of the Royalty payable to the Vendor hereunder only, if, after the date that uranium is first mined or extracted from any of the mineral interests comprising the Mineral Assets, the Purchaser sells any uranium to one of its subsidiaries or affiliates, and if the sale price of such uranium is not negotiated on an arm's length basis, the Purchaser shall, for the purposes of calculating the Royalty only, and notwithstanding the actual amount of such sale price, add to the proceeds from the sale of such uranium an amount which would be sufficient to make such sale price represent a reasonable net sale price for such uranium as if negotiated at pertinent circumstances (including, without limitation, then current market conditions relating to uranium);

(d)       the Purchaser shall by notice inform the Vendor of the quantum of such reasonable net sale price, and if the Vendor does not object thereto within 30 calendar days after receipt of such notice said quantum shall be final and binding for the purposes of this paragraph;

(e)       on or before the last day of each quarterly period for UEC of each year after uranium is first mined or extracted from any of the mineral interests comprising the Mineral Assets, the Purchaser shall deliver to the Vendor a statement indicating, in reasonable detail, as of the last day of the immediately preceding quarter, the calculation of the Royalty and the aggregate Royalty payable for such quarter;

(f)       the Purchaser agrees to maintain for each operation on any of the mineral interests comprising the Mineral Assets up-to-date and complete records relating to the uranium and sales thereof and the Vendor or its agents shall have the right at all reasonable times, to inspect such records and make copies thereof at their own expense for the purpose of verifying the amount of the Royalty payments to be made by the Purchaser to the Vendor pursuant hereto. The Vendor shall have the right at its own expense to have such Royalty accounts audited by independent auditors acceptable to each of the Vendor and UEC once each year; and if such independent auditors are not agreed upon, then UEC's independent auditors; and if the Vendor's audit reveals a shortfall of any nature whatsoever, the cost of such audit shall be borne by the Purchaser;

(g)       the Purchaser shall have an audited statement prepared by UEC's independent auditors for each fiscal year of UEC (that being as at July 31^st at the moment) with respect to the Royalty payable to the Vendor hereunder by the 90^th calendar day in the following year, and the Purchaser shall forthwith deliver a copy of such statement to the Vendor; and

(h)       all the Royalty payments shall be considered final and in full satisfaction of all obligations of the Purchaser making the same in respect thereof if such payments or the calculations in respect thereof are not disputed by the Vendor within 60 calendar days after receipt by the Vendor of the audited statement referred to in paragraph "2.9(g)" hereinabove. Any disputes under this paragraph shall be decided by arbitration as provided for in the Agreement.

(a)       the Company and the Vendor are duly incorporated under the laws of their respective jurisdictions of incorporation, are validly existing and are in good standing with respect to all statutory filings required by the applicable corporate laws;

(b)       the Company and the Vendor have the requisite power, authority and capacity to own and use all of their respective business assets and to carry on the Business as presently conducted by them;

(c)       the execution and delivery of this Agreement and the agreements contemplated hereby have been duly authorized by all necessary action, corporate or otherwise, on their respective parts;

(d)       there are no other consents, approvals or conditions precedent to the performance of this Agreement which have not been obtained;

(e)       this Agreement constitutes a legal, valid and binding obligation of each of the Vendor and the Company, enforceable against each of the Vendor and the Company in accordance with its terms, except as enforcement may be limited by laws of general application affecting the rights of creditors;

(f)       no proceedings are pending for, and it is unaware of, any basis for the institution of any proceedings leading to its respective dissolution or winding up, or the placing of it in bankruptcy or subject to any other laws governing the affairs of insolvent companies or persons;

(g)       to the actual knowledge, information and belief of each of the Vendor and the Company, the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not:

(h)       neither this Agreement nor any other document, certificate or statement furnished to the Purchaser by or on behalf of the Vendor or the Company in connection with the transactions contemplated hereby knowingly or negligently contains any untrue or incomplete statement of material fact or omits to state a material fact necessary in order to make the statements therein not misleading which would likely affect the decision of the Purchaser to enter into this Agreement; and

(i)       each of the Vendor and the Company are not aware of any fact or circumstance which has not been disclosed to the Purchaser which should be disclosed in order to prevent the representations and warranties contained in this section from being misleading or which would likely affect the decision of the Purchaser to enter into this Agreement.

(a)       save and except as set forth in Schedule "B" which is attached hereto and as set forth in the "Company's Disclosure Schedule", the Vendor has good and marketable title to and is the legal and beneficial owner of all of the Purchased Shares, and the Purchased Shares are fully paid and non-assessable and are free and clear of liens, charges, encumbrances, pledges, mortgages, hypothecations and adverse claims of any and all nature whatsoever and including, without limitation, options, pre-emptive rights and other rights of acquisition in favour of any person, whether conditional or absolute;

(b)       the Vendor has the power and capacity to own and dispose of the Purchased Shares, and the Purchased Shares are not subject to any voting or similar arrangement;

(c)       there are no actions, suits, proceedings or investigations (whether or not purportedly against or on behalf of the Vendor or the Company), pending or threatened, which may affect, without limitation, the rights of the Vendor to transfer any of the Purchased Shares to the Purchaser at law or in equity, or before or by any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and, without limiting the generality of the foregoing, there are no claims or potential claims under any relevant family relations legislation or other equivalent legislation affecting the Purchased Shares. In addition, the Vendor and the Company are not now aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success;

(d)       save and except as set forth in Schedule "B" which is attached hereto and as set forth in the Company's Disclosure Schedule, no other person, firm or corporation has any agreement, option or right capable of becoming an agreement for the purchase of any of the Purchased Shares;

(e)       the Vendor acknowledges that the Shares will be issued under certain exemptions from the registration and prospectus filing requirements otherwise applicable under the Securities Act and, if applicable, the B.C. Securities Act, and all applicable securities laws, and that, as a result, the Vendor may be restricted from using most of the remedies that would otherwise be available to the Vendor, the Vendor will not receive information that would otherwise be required to be provided to the Vendor and the Purchaser is relieved from certain obligations that would otherwise apply to the Purchaser, in either case, under applicable securities legislation;

(f)       the Vendor realizes that the sale of the Purchased Shares in exchange for the Shares will be a highly speculative investment and that the Vendor should be able, without impairing that Vendor's financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on such investment. In addition, the Vendor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment;

(g)       the Vendor has not received, nor has the Vendor requested, nor does the Vendor require to receive, any offering memorandum or a similar document describing the business and affairs of the Purchaser in order to assist the Vendor in entering into this Agreement and in consummating the transactions contemplated herein;

(h)       if the Vendor is a "U.S. Person", as that term is defined in Regulation S, then the Vendor hereby certifies that:

such U.S. Person Vendor will complete and provide the Purchaser and the Company with an executed copy of the attached form of "Accredited Investor Certificate"; which is attached hereto with Schedule "J" and which forms a material hereof; contemporaneously with the Vendor's execution of this Agreement at or before Closing;

(i)       if the Vendor is not a U.S. Person, as defined in Regulation S, then the Vendor hereby certifies that:

such non-U.S. Person Vendor will complete and provide the Purchaser and UEC with an executed copy of the attached form of "Regulation S Certificate"; which is attached hereto with Schedule "J" and which forms a material part hereof; contemporaneously with the Vendor's execution of this Agreement at or before Closing; and

(j)       the Vendor and the Company are not aware of any fact or circumstance which has not been disclosed to the Purchaser which should be disclosed in order to prevent the representations and warranties contained in this section from being misleading or which would likely affect the decision of the Purchaser to enter into this Agreement.

(a)       the Company owns and possesses and has good and marketable title to and possession of all of the business interests and the Company's Assets free and clear of all actual or threatened liens, charges, options, encumbrances, voting agreements, voting trusts, demands, limitations and restrictions of any nature whatsoever; save and except for those actual or threatened liens, charges, encumbrances, demands, limitations and restrictions which are listed in Schedule "C" which is attached hereto and which forms a material part hereof and as set forth in the Company's Disclosure Schedule;

(b)       save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company's Disclosure Schedule, the Company holds all licenses and permits required for the conduct in the ordinary course of the operations of the business and for the uses to which the Company's Assets have been put and are in good standing, and such conduct and uses are in compliance with all laws, zoning and other by-laws, building and other restrictions, rules, regulations and ordinances applicable to the Company and to the business and the Company's Assets, and neither the execution and delivery of this Agreement, nor the completion of the transactions contemplated hereby, will give any person the right to terminate or cancel any said license or permit or affect such compliance;

(c)       the presently authorized and issued share capital of the Company is as described in Schedule "B" which is attached hereto and which forms a material part hereof, and there are no other shares in the capital of the Company issued or allotted, or agreed to be issued or allotted, to any person. In addition, at Closing the issued share capital of the Company, together with the names and the number, class and kind of shares of the Company held by the Vendor, will be as set out in Schedule "B";

(d)       the Purchased Shares are validly issued and outstanding and fully paid and non-assessable in the capital of the Company and, save and except as set forth in Schedule "B" which is attached hereto and as set forth in the Company's Disclosure Schedule, the Purchased Shares are free and clear of all actual or threatened liens, charges, options, encumbrances, voting agreements, voting trusts, demands, limitations and restrictions of any nature whatsoever;

(e)       save and except as set forth in Schedule "B" which is attached hereto and as set forth in the Company's Disclosure Schedule, no other person, firm or corporation has any agreement, option or right capable of becoming an agreement for the purchase of any of the Purchased Shares or any unissued shares in the capital of the Company;

(f)       save and except as set forth in Schedule "B" which is attached hereto and as set forth in the Company's Disclosure Schedule, there are no actions, suits, proceedings or investigations (whether or not purportedly against or on behalf of any of the Vendor or the Company), pending or threatened, which may affect, without limitation, the right of the Vendor to transfer the Purchased Shares to the Purchaser at law or in equity, or before or by any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and, without limiting the generality of the foregoing, there are no claims or potential claims under any relevant family relations legislation or other equivalent legislation affecting any of the Purchased Shares. In addition, the Vendor and the Company are not now aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success;

(g)       from the Execution Date up to and including the Closing Date each of the Company has not committed to making, and until the Closing Date will not make or commit itself, without the written consent of the Purchaser, to:

(h)       other than as set forth in the Company's Disclosure Schedule, from the Execution Date up to and including the Closing Date the Company has not committed to making, and until the Closing Date will not make or commit itself, without the written consent of the Purchaser, to:

(i)       other than as set forth in Schedule "A" which is attached hereto and as set forth in the Company's Disclosure Schedule, from the Execution Date up to and including the Closing Date the Company has not committed to making, and until the Closing Date will not make or commit itself, without the written consent of the Purchaser, to provide any person, firm or corporation with any agreement, option or right, consensual or arising by law, present or future, contingent or absolute, or capable of becoming an agreement, option or right:

(j)       save and except for those matters which are listed in Schedule "C" which is attached hereto and in particular, however, without limitation, except for liabilities which are disclosed, reflected or adequately provided for in the Company's financial statement (collectively, the "Financial Statements"); a copy of which Financial Statements being attached hereto as Schedule "C" and forming a material part hereof; there are no other material liabilities, contingent or otherwise, existing on the Execution Date hereof in respect of which the Company may be liable on or after the completion of the transactions contemplated by this Agreement other than:

(k)       no dividend or other distribution by the Company have been made, declared or authorized since its incorporation, and from the Execution Date up to and including the Closing Date the Company has not committed to making and until the Closing Date will not make or commit itself, without the written consent of the Purchaser, to confer upon, or pay to or to the benefit of, any entity, any benefit having monetary value, any bonus or any salary increases except in the normal course of its business;

(l)       save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company's Disclosure Schedule, there is no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or, to the best of the knowledge, information and belief of each of the Vendor and the Company, after having made due inquiry, threatened against or affecting the Company at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau or agency;

(m)       save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company's Disclosure Schedule, the Company is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which it is subject or which apply to it;

(n)       the Company is not a party to any collective agreement with any labour union or other association of employees, and there are no pending applications for certification of any of the Company's employees as a collective bargaining unit. In addition, and to the best of the knowledge, information and belief of the Company, after having made due inquiry, the Company is not presently a party to any complaint, grievance, arbitration or other labour matter referred to any board or labour authority;

(o)       there are no pension, profit sharing, group insurance or similar plans or other deferred compensation plans affecting the Company or any of its directors, officers or employees;

(p)       the Company has not experienced, nor is the Vendor or the Company aware of, any occurrence or event which has had, or might reasonably be expected to have, a materially adverse affect on the Business, the Company's Assets or on the results of the Company's operations;

(q)       save and except as set forth in the Company's Disclosure Schedule, the Company holds or has applied for all permits, licenses, consents and authorities issuable by any federal, state, regional or municipal government or agency thereof which are necessary or desirable in connection with its operations;

(r)       save and except as set forth in the Company's Disclosure Schedule, from the Execution Date up to and including the Closing Date, there have been prepared and will be prepared and filed on a timely basis all federal and state income tax returns, elections and designations, and all other governmental returns, notices and reports of which the Company has, or ought reasonably to have had, knowledge required to be or reasonably capable of being filed up to and including the Closing Date, with respect to the operations of the Company, and no such returns, elections, designations, notices or reports contain or will contain any material misstatement or omit any material statement that should have been included, and each such return, election, designation, notice or report, including accompanying schedules and statements, are and will be true, correct and complete in all material respects;

(s)       save and except as set forth in the Company's Disclosure Schedule, the Company has been assessed for all federal, state and municipal income tax for all years up to and including their most recent taxation years, and from the Execution Date up to and including the Closing Date the Company will have paid in full or accrued in accounts all amounts (including, but not limited to, sales, use and consumption taxes and taxes measured on income and all installments of taxes) due and payable to all federal, state and municipal taxation authorities up to and including the Closing Date;

(t)       save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company's Disclosure Schedule, there is not now, and there will not be by the Closing Date, any proceeding, claim or, to the best of the knowledge, information and belief of each of the Vendor and the Company, after having made due inquiry, any investigation by any federal, state or municipal taxation authority, or any matters under discussion or dispute with such taxation authorities, in respect of taxes, governmental charges, assessments or reassessments in connection with the Company, and the Vendor and the Company are not aware of any contingent tax liabilities or any grounds that could result in an assessment, reassessment, charge or potentially adverse determination by any federal, state or municipal taxation authority as against the Company;

(u)       the Company is not, nor until or at the Closing Date will it be, in breach of any provision or condition of, nor have they done or omitted to do anything that, with or without the giving of notice or lapse or both, would constitute a breach of any provision or condition of, or give rise to any right to terminate or cancel or accelerate the maturity of any payment under, any deed of trust, contract, certificate, consent, permit, license or other instrument to which it is a party, by which it is bound or from which it derives benefit, any judgment, decree, order, rule or regulation of any Court or governmental authority to which it is subject, or any statute or regulation applicable to it, to an extent that, in the aggregate, has a material adverse affect on it;

(v)       adequate provision has been made and will be made for taxes payable by the Company for the current period for which a tax return is not yet required to be filed and, to the best of the knowledge, information and belief of the Vendor and the Company, after having made due inquiry, there are no contingent tax liabilities of the Company or any grounds which would prompt a re-assessment of the Company and including without limitation, the aggressive treatment of income and expenses in the filing of earlier tax returns by the Company;

(w)       all amounts required to be withheld for taxes by the Company from payments made to any present or former shareholders, officers, directors, non-resident creditors, employees, associates or consultants have been withheld and paid on a timely basis to the property governmental body pursuant to applicable legislation;

(x)       Schedule "D" which is attached hereto and which forms a material part hereof contains an accurate and complete description of all of the Company's Intellectual Property, and the Intellectual Property does not infringe the rights of any other person;

(y)       the Company does not have and does not use any service mark, tradename or trademark except as disclosed as part of the Company's Intellectual Property;

(z)       save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company's Disclosure Schedule, the Company has good and marketable title to all of the Company's Intellectual Property, Company's Assets, properties and interests in properties, real and personal, including those reflected in the Financial Statements or which have been acquired since the date of the latest of the Financial Statements (except for those which have been transferred, sold or otherwise disposed of in the ordinary or normal course of business), free and clear of all encumbrances, and none of the Company's properties or the Company's Assets is in the possession of or under the control of any other person;

(aa)     save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company's Disclosure Schedule, the Company has no equipment, other than the personal property or fixtures in the possession or custody of the Company which, as of the date hereof, are leased or are held under license or similar arrangement;

(ab)     except for the real property leases and licenses and the contracts of employment which are set forth in Schedules "E" and "F", respectively, which are attached hereto and which form a material part hereof, the Company is not party to or bound by any other material contract, whether oral or written, other than the contracts and agreements as set forth in Schedule "G" which is attached hereto and which form a material part hereof;

(ac)     as to the contracts listed in Schedule "G" which are attached hereto:

(ad)     the Company has no consulting or employment agreements, whether written or otherwise, except for those which are set forth in Schedule "F" which is attached hereto;

(ae)     Schedule "H" which is attached hereto and which forms a material part hereof is a true and complete list showing the name of each bank, trust company or similar institution in which the Company has accounts or safety deposit boxes, the identification numbers of each such account or safe deposit box, the names of all persons authorized to draw therefrom or to have access thereto and the number of signatories required on each account. In addition, Schedule "H" also includes a list of all non-bank account numbers, codes and business numbers used by the Company for the purposes of remitting tax, dues, assessments and other fees;

(af)     the Company maintains, and has maintained, insurance in force against loss on the Company's Assets, against such risks, in such amounts and to such limits, as is in accordance with prudent business practices prevailing in its line of business and having regard to the location, age and character of its properties and the Company's Assets, and has complied fully with all requirements of such insurance, including the prompt giving of any notice of any claim or possible claim thereunder, and all such insurance has been and is with insurers which the Company believes to be responsible;

(ag)     the most recently completed and consolidated management prepared Financial Statements for the Company are true and correct in every respect and present fairly the financial position of the Company as at its most recently completed financial periods and the results of its operations for the period then ended; a copy of said Financial Statements being attached hereto as Schedule "C";

(ah)     the Financial Statements and the books and records of each of the Company are true and correct in every material respect, fairly reflect the business, property, the Company's Assets and the financial position of the Company as at the date of the Financial Statements and any such books and records and the results of the operations for the period then ended, and there have been no adverse changes in the Business or affairs of the Company since the date of the Financial Statements and any such books and records;

(ai)     since the date of the Company's most recent Financial Statements:

(aj)     save and except for those matters which are listed in Schedule "C" which is attached hereto and as set forth in the Company's Disclosure Schedule, there are no liabilities, contingent or otherwise, of the Company not disclosed or reflected in the Financial Statements, except those incurred in the ordinary course of business of the Company since the date of the Financial Statements;

(ak)     save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company's Disclosure Schedule, no payments of any kind have been made or authorized by or on behalf of the Company to or on behalf of the Vendor or to or on behalf of any directors, officers, shareholders or employees of the Company or under any management agreements with the Company other than in the ordinary course of business;

(al)     except as otherwise provided for herein, the Vendor and the Company have not retained, employed or introduced any broker, finder or other person who would be entitled to a brokerage commission or finder's fee arising out of the transactions contemplated hereby;

(am)     save and except for those matters which are listed in Schedule "G" which is attached hereto, the Company does not have any contracts, agreements, undertakings or arrangements, whether oral, written or implied, with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, directors, officers, lawyers or others which cannot be terminated, without penalty, on no more than one month's notice;

(an)     save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company's Disclosure Schedule, neither the Vendor, nor any directors, officers or employees of the Company, are now indebted or under obligation to the Company on any account whatsoever other than in the ordinary course of business;

(ao)     all material transactions of the Company and including, without limitation, all directors' and shareholders' resolutions, have been promptly and properly recorded or filed in or with their respective books and records;

(ap)     the Vendor and the Company have the full authority and capacity required to enter into this Agreement and to perform their respective obligations hereunder;

(aq)     the present directors and officers of the Company are as follows:

(ar)     prior to the "Subject Removal Date" the Company will have obtained all authorizations and approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities, if applicable, from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Company which will be in compliance with, and will have not committed any breach of any securities laws, regulations or policies of any Regulatory Authority to which the Company may be subject;

(as)     save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company's Disclosure Schedule, the Company have not committed to making and until the Closing Date will not make or commit themselves, without the written consent of the Purchaser, to:

(at)     until the Closing Date the Company will:

(au)     the Company have not committed to making and until the Closing Date will not make or commit themselves, without the written consent of the Purchaser, to:

(av)     the Company will, for a period of at least five business days prior to the Closing Date, during normal business hours:

(aw)     the Vendor and the Company will give to the Purchaser, within at least five business days prior to the Closing Date, by written notice, particulars of:

(ax)     each of the attached Schedules contains all material information for each particular Schedule listed therein and there are no omissions of material information by the Company; and

(ay)     the Vendor and the Company are not aware of any fact or circumstance which has not been disclosed to the Purchaser which should be disclosed in order to prevent the representations and warranties contained in this section from being misleading or which would likely affect the decision of the Purchaser to enter into this Agreement.

(a)       the Company is, and/or will be, at the Closing Date, the legal and beneficial owners of all of the Mineral Assets; the particulars of which being more particularly described in Schedule "A" which is attached hereto;

(b)       the Company is, and/or will be, at the Closing Date, authorized to hold the right to explore and develop each of the mineral property interests comprising the Mineral Assets held by the Company;

(c)       the Company hold, and/or will hold, at the Closing Date, each of the mineral property interests comprising the Mineral Assets free and clear of all liens, charges and claims of others;

(d)       no other person, firm or corporation has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming an agreement, for the purchase from the Company of any interest in and to any of mineral property interests comprising the Mineral Assets;

(e)       the mineral property interests comprising the Mineral Assets have been duly and validly located and recorded in a good and minerlike manner pursuant to applicable mining laws;

(f)       all permits and licenses covering the mineral property interests comprising the Mineral Assets have been, and/or will be at the Closing Date, duly and validly issued pursuant to applicable mining laws and are in good standing by the proper doing and filing of assessment work and the payment of all fees, taxes and rentals in accordance with the requirements of applicable mining laws and the performance of all other actions necessary in that regard;

(g)       where appropriate, the Company has, and/or will have, at the Closing Date, insured the Mineral Assets against loss or damage on a replacement cost basis;

(h)       all conditions on and relating to the Mineral Assets and the operations conducted thereon by or on behalf of the Company are, and/or will be at the Closing Date, in compliance with all applicable laws, regulations or orders and including, without limitation, all laws relating to environmental matters, waste disposal and storage and reclamation;

(i)       there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to any of the mineral property interests comprising the Mineral Assets and the conduct of the operations related thereto, nor has the Company received any notice of same;

(j)       there are no adverse claims or challenges against or to the ownership of or title to any of the mineral property interests comprising the Mineral Assets or which may impede the development of any of the mineral property interests comprising the Mineral Assets, nor, to the best of the knowledge, information and belief of each of the Company, after having made due inquiry, is there any basis for any potential claim or challenge, and, to the best of the knowledge, information and belief of the Company, after having made due inquiry, no person has any royalty, net profits or other interests whatsoever in any production from any of the mineral property interests comprising the Mineral Assets;

(k)       there are no actions, suits, proceedings or investigations (whether or not purportedly against or on behalf of the Company), pending or threatened, which may affect, without limitation, the rights of the Company to transfer any interest in and to the mineral property interests comprising the Mineral Assets to the Purchaser at the Closing Date, at law or in equity, or before or by any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and, without limitation, there are no claims or potential claims under any relevant family relations legislation or other equivalent legislation affecting any of the mineral property interests comprising the Mineral Assets. In addition, the Company is not now aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success;

(l)       the Vendor and the Company have delivered to the Purchaser all Mineral Assets Documentation in their possession or control relating to the Mineral Assets together with copies of all actual and pending permits, permit applications and applications for exploration and exploitation rights respecting any of the mineral property interests comprising the Mineral Assets;

(m)       the Company will also deliver, or caused to be delivered, to the Purchaser as soon as conveniently possible after the Effective Date, however, prior to the Closing Date, a title opinion or opinions respecting the mineral property interests comprising the Mineral Assets, all as addressed to the Purchaser and prepared in accordance with applicable rules and policies, together with such other documentation as the Purchaser may require in order to seek and obtain Regulatory Approval for each of the transactions contemplated by this Agreement; and

(n)       the Vendor and the Company are not aware of any fact or circumstance which has not been disclosed to the Purchaser which should be disclosed in order to prevent the representations and warranties contained in this section from being misleading or which would likely affect the decision of the Purchaser to enter into this Agreement.

(a)       the Purchaser is a corporation duly incorporated under the laws of its jurisdiction of incorporation, is validly existing and is in good standing with respect to all statutory filings required by the applicable corporate laws;

(b)       the Purchaser has the requisite power, authority and capacity to own and use all of its business assets and to carry on its business as presently conducted by it;

(c)       save and except as set forth in the "Purchaser's Disclosure Schedule" which will accompany the Purchaser's execution and delivery of this Agreement, the Purchaser is qualified to do business in those jurisdictions where it is necessary to fulfill its obligations under this Agreement, and it has the full power and authority to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

(d)       the execution and delivery of this Agreement and the agreements contemplated hereby has been duly authorized by all necessary corporate action on its part;

(e)       there are no other consents, approvals or conditions precedent to the performance of this Agreement which have not been obtained;

(f)       this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as enforcement may be limited by laws of general application affecting the rights of creditors;

(g)       no proceedings are pending for, and the Purchaser is unaware of, any basis for the institution of any proceedings leading to the dissolution or winding up of the Purchaser or the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of an insolvent Company;

(h)       the Purchaser owns and possesses and has good and marketable title to and possession of all of its business assets free and clear of all actual or threatened liens, charges, options, encumbrances, voting agreements, voting trusts, demands, limitations and restrictions of any nature whatsoever, save and except for those actual or threatened liens, charges, encumbrances, demands, limitations and restrictions which are listed in Schedule "I" which is attached hereto and which forms a material part hereof and as forth in the Purchaser's Disclosure Schedule;

(i)       save and except as set forth in the Purchaser's Disclosure Schedule, the Purchaser holds all licenses and permits required for the conduct in the ordinary course of the operations of its business and for the uses to which its business assets have been put and are in good standing, and such conduct and uses are in compliance with all laws, zoning and other by-laws, building and other restrictions, rules, regulations and ordinances applicable to the Purchaser and its business and assets, and neither the execution and delivery of this Agreement nor the completion of the transactions contemplated hereby will give any person the right to terminate or cancel any said license or permit or affect such compliance;

(j)       the authorized capital of the Purchaser consists of 10,000 common shares of common stock, with a par value of U.S. $0.001 per common share, which, according to the records of the Purchaser, one common share of the Purchaser is and will be issued and outstanding as fully paid and non-assessable and held by UEC just prior to the Closing Date, and there are at present no other shares in the capital of the Purchaser issued or allotted or agreed to be issued or allotted to any person;

(k)       there is no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or, to the best of the knowledge, information and belief of the Purchaser, after making due inquiry, threatened against or affecting the Purchaser at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau or agency;

(l)       save and except as set forth in the Purchaser's Disclosure Schedule, the Purchaser is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which it is subject or which apply to it;

(m)       the Purchaser is not a party to any collective agreement with any labour union or other association of employees, and there is no pending application for certification of any of the Purchaser's employees as a collective bargaining unit. In addition, and to the best of the knowledge, information and belief of the Purchaser, after having made due inquiry, the Purchaser is not presently a party to any complaint, grievance, arbitration or other labour matter referred to any board or labour authority;

(n)       there are no pension, profit sharing, group insurance or similar plans or other deferred compensation plans affecting the Purchaser or any of its directors, officers or employees;

(o)       save and except as set forth in the Purchaser's Disclosure Schedule, the Purchaser has not experienced, nor is the Purchaser aware of, any occurrence or event which has had, or might reasonably be expected to have, a materially adverse affect on its business or on the results of its operations;

(p)       save and except as set forth in the Purchaser's Disclosure Schedule, the Purchaser holds or has applied for all permits, licenses, consents and authorities issuable by any federal, state, regional or municipal government or agency thereof which are necessary or desirable in connection with its operations;

(q)       there is not now, and there will not be by the Closing Date, any proceeding, claim or, to the best of the knowledge, information and belief of the Purchaser, after making due inquiry, any investigation by any federal, state or municipal taxation authority, or any matters under discussion or dispute with such taxation authorities, in respect of taxes, governmental charges, assessments or reassessments in connection with the Purchaser, and the Purchaser is not aware of any contingent tax liabilities or any grounds that could result in an assessment, reassessment, charge or potentially adverse determination by any federal, state or municipal taxation authority as against the Purchaser;

(r)       the Purchaser is not in breach of any provision or condition of, nor have they done or omitted anything that, with or without the giving of notice or lapse or both, would constitute a breach of any provision or condition of, or give rise to any right to terminate or cancel or accelerate the maturity of any payment under, any deed of trust, contract, certificate, consent, permit, license or other instrument to which it is a party, by which it is bound or from which it derives benefit, any judgment, decree, order, rule or regulation of any court or governmental authority to which it is subject, or any statute or regulation applicable to it, to an extent that, in the aggregate, has a material adverse affect on it;

(s)       the Purchaser has good and marketable title to all of its assets, properties and interests in properties, real and personal, free and clear of all encumbrances, and none of the Purchaser's assets or properties is in the possession of or under the control of any other person;

(t)       the Purchaser has no equipment, other than the personal property or fixtures in the possession or custody of the Purchaser which, as of the date hereof, are leased or are held under license or similar arrangement;

(u)       except for the material contracts which are set forth in Schedule "I" which is attached hereto and which forms a material part hereof, the Purchaser is not party to or bound by any other material contract, whether oral or written, other than the contracts as set forth in Schedule "I";

(v)       save and except as set forth in the Purchaser's Disclosure Schedule, as to the contracts listed in Schedule "I" which is attached hereto:

(w)       there are no liabilities, contingent or otherwise of the Purchaser not disclosed;

(x)       no payments of any kind have been made or authorized by or on behalf of the Purchaser to or on behalf of directors, officers, shareholders or employees of the Purchaser or under any management agreements with the Purchaser other than in the ordinary course of business;

(y)       the Purchaser has not retained, employed or introduced any other broker, finder or other person who would be entitled to a brokerage commission or finder's fee arising out of the transactions contemplated hereby;

(z)       none of the directors, officers or employees of the Purchaser are now indebted or under obligation to the Purchaser on any account whatsoever, other than in the ordinary course of business;

(aa)     save and except as set forth in the Purchaser's Disclosure Schedule, all material transactions of the Purchaser and including, without limitation, all directors' and shareholders' resolutions, have been promptly and properly recorded or filed in or with its books and records;

(ab)     prior to the Subject Removal Date the Purchaser will have obtained all authorizations, approvals, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities required to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Purchaser, which will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Purchaser may be subject;

(ac)     the Purchaser has not committed to making and until the Closing Date will not make or commit itself, without the written consent of each of the Vendor and the Company, to:

(ad)     until the Closing Date the Purchaser will:

(ae)     the Purchaser has not committed to making and until the Closing Date will not make or commit itself, without the written consent of each of the Vendor and the Company, to:

provided, however, that the provisions hereof shall not preclude the Purchaser pending the Closing or the termination of this Agreement, whichever shall first occur, from carrying on its business in the normal course thereof;

(af)     the Purchaser will, for a period of at least five business days prior to the Closing Date, during normal business hours:

(ag)     the Purchaser will give to each of the Vendor and the Company, within at least five business days prior to the Closing Date, by written notice, particulars of:

(ah)     save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser's Disclosure Schedule, the shares in the capital of the Purchaser are not subject to or affected by any actual or, to the knowledge of the Purchaser, pending or threatened cease trading, compliance or denial of use of exemptions orders of, or action, investigation or proceeding by or before, any securities regulatory authority, Court, administrative agency or other tribunal;

(ai)     the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not:

(aj)     neither this Agreement nor any other document, certificate or statement furnished to the Vendor or the Company by or on behalf of the Purchaser in connection with the transactions contemplated hereby knowingly or negligently contains any untrue or incomplete statement of material fact or omits to state a material fact necessary in order to make the statements therein not misleading; and

(ak)     it is not aware of any fact or circumstance which has not been disclosed to each of the Vendor and the Company which should be disclosed in order to prevent the representations, warranties and covenants contained in this section from being misleading or which would likely affect the decision of the Vendor and the Company to enter into this Agreement.

(a)       UEC is a corporation duly incorporated under the laws of its jurisdiction of incorporation, is validly existing and is in good standing with respect to all statutory filings required by the applicable corporate laws;

(b)       UEC has the requisite power, authority and capacity to own and use all of its respective business assets and to carry on its respective business as presently conducted by it;

(c)       UEC is qualified to do business in those jurisdictions where it is necessary to fulfill its obligations under this Agreement, and it has the full power and authority to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

(d)       the execution and delivery of this Agreement and the agreements contemplated hereby has been duly authorized by all necessary corporate action on its part;

(e)       there are no other consents, approvals or conditions precedent to the performance of this Agreement which have not been obtained;

(f)       this Agreement constitutes a legal, valid and binding obligation of UEC enforceable against UEC in accordance with its terms, except as enforcement may be limited by laws of general application affecting the rights of creditors;

(g)       no proceedings are pending for, and UEC is unaware of, any basis for the institution of any proceedings leading to the dissolution or winding up of UEC or the placing of UEC in bankruptcy or subject to any other laws governing the affairs of an insolvent Company;

(j)       all issued and outstanding common shares of UEC are fully paid and non-assessable as at the Execution Date hereof;

(k)       all of the issued and outstanding shares of UEC are listed and posted for trading on AMEX and UEC is not in material default of any of its listing requirements of AMEX or any rules or policies of the United States Securities and Exchange Commission (the "Commission");

(l)       save and except as set forth in the Purchaser's Disclosure Schedule, all registration statements, reports and proxy statements filed by the UEC with the Commission, and all registration statements, reports and proxy statements required to be filed by the Purchaser with the Commission, have been filed by the Purchaser under the United States Securities Act of 1934 (the "1934 Act"), were filed in all material respects in accordance with the requirements of the 1934 Act and the rules and regulations thereunder and no such registration statements, reports or proxy statements contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

(m)       UEC will allot and issue the Shares on the Closing Date in accordance with section "2.2" hereinabove as fully paid and non-assessable in the capital of UEC, free and clear of all actual or threatened liens, charges, options, encumbrances, voting agreements, voting trusts, demands, limitations and restrictions of any nature whatsoever, other than hold periods or other restrictions imposed under applicable securities legislation;

(n)       UEC is not aware of any court order which restricts or prevents the issuance by UEC of any shares from treasury;

(o)       UEC is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which it is subject or which apply to it;

(p)       prior to the Subject Removal Date UEC will have obtained all authorizations, approvals, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities required to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the appropriate Regulatory Authorities and UEC will be in compliance with, and will have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which UEC may be subject;

(q)       UEC will give to each of the Vendor and the Company, within at least five business days prior to the Closing Date, by written notice, particulars of:

(r)       the shares in the capital of UEC are not subject to or affected by any actual or, to the knowledge of UEC, pending or threatened cease trading, compliance or denial of use of exemptions orders of, or action, investigation or proceeding by or before, any securities regulatory authority, Court, administrative agency or other tribunal;

(s)       the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not:

(t)       neither this Agreement nor any other document, certificate or statement furnished to the Vendor or the Company by or on behalf of UEC in connection with the transactions contemplated hereby knowingly or negligently contains any untrue or incomplete statement of material fact or omits to state a material fact necessary in order to make the statements therein not misleading; and

(u)       UEC is not aware of any fact or circumstance which has not been disclosed to the Vendor or the Company which should be disclosed in order to prevent the representations, warranties and covenants contained in this section from being misleading or which would likely affect the decision of the Vendor and the Company to enter into this Agreement.

(a)       the delivery by the Vendor and the Company to the Purchaser of written evidence, satisfactory to the Purchaser and UEC in their sole and absolute discretion, acting reasonably, that each of the Vendor's and the Company's representations, warranties and covenants contained in section "3.4" hereinabove are true and accurate and including, without limitation, that the Company is the 100% legal, beneficial and registered owner of all of the Mineral Assets, that the Company holds the right to explore and develop each of the mineral property interests comprising the Mineral Assets held by the Company and that each of the mineral property interests comprising the Mineral Assets are free and clear of all liens, charges and claims of others (collectively, the "Mineral Assets Condition Precedent");

(b)       the specific ratification of the terms and conditions of this Agreement by the Board of Directors of each of the Purchaser, UEC and the Company within two calendar days of the due and completion execution of this Agreement by each of the Parties hereto (collectively, the "Ratification");

(c)       the completion by each of the Purchaser and the Company of an initial due diligence and operations review of the other Party's respective businesses and operations within 14 calendar days of the prior satisfaction of the Ratification (collectively, the "Initial Due Diligence");

(d)       if required under applicable corporate and securities laws, the receipt of all necessary approvals from any Regulatory Authority having jurisdiction over the transactions contemplated by this Agreement on or before May 31, 2011;

(e)       if required under applicable corporate and securities laws, shareholders of the Purchaser and/or the Company passing an ordinary resolution or, where required, a special resolution, approving the terms and conditions of this Agreement and all of the transactions contemplated hereby, and the Purchaser and/or the Company sending all required notices to the Purchaser's and/or the Company's shareholders in connection therewith, or, in the alternative and if allowable in accordance with applicable corporate and securities laws, shareholders of the Purchaser and/or the Company holding over 50% of the issued shares of the Purchaser and the Company providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby together with certification of any required notices to all shareholders of the Purchaser and/or Company of such written consent resolutions; and

(f)       the Board of Directors of UEC approving of the within issuance by UEC to the order and direction of the Vendor of all of the referenced Shares in accordance with section "2.2" hereinabove and, in addition, the Board of Directors of UEC, if required, having also approved and received any required notices of such other matters as may be agreed to as between the Parties hereto prior the completion of the transactions contemplated by this Agreement.

(a)       the Purchaser and UEC shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Purchaser on or before the Closing Date;

(b)       the Purchaser and UEC shall have complied with all applicable securities laws in connection with the issuance of the Shares to the Vendor on or before the Closing Date;

(c)       the Purchaser and UEC will have obtained all authorizations, approvals, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities required to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Purchaser who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Purchaser may be subject;

(d)       all matters which, in the opinion of counsel for the Vendor and the Company, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose;

(e)       no material loss or destruction of or damage to the Purchaser shall have occurred since the Execution Date;

(f)       no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit:

(g)       the Purchaser will, for a period of at least five business days prior to the Closing Date, during normal business hours:

(h)       the completion by the Vendor and the Company, and by the Vendor's and the Company's professional advisors, of a thorough due diligence and operations review of the business and operations of the Purchaser to the sole and absolute satisfaction of each of the Vendor and the Company.

(a)       the Vendor and the Company shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Vendor and the Company on or before the Closing Date;

(b)       the Vendor and the Company will have obtained all authorizations, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Vendor and the Company who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Vendor or the Company may be subject;

(c)       all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose;

(d)       no material loss or destruction of or damage to the Company, any of the Company's Assets, any of the Business or the Purchased Shares shall have occurred;

(e)       no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit:

(f)       the delivery to the Purchaser by the Vendor and the Company, on a confidential basis, of all Business Documentation and including, without limitation, the following documentation and information:

(g)       the Vendor and the Company will, for a period of at least five business days prior to the Closing Date, during normal business hours:

(h)       the delivery to the Purchaser by the Vendor and the Company of an opinion of the counsel for the Company, in a form satisfactory to the Purchaser's counsel, dated as at the date of delivery, to the effect that:

(i)       the completion by the Purchaser and by the Purchaser's professional advisors of a thorough due diligence and operations review of both the Business and the operations of the Company together with the transferability of the Purchased Shares as contemplated by this Agreement, to the sole and absolute satisfaction of the Purchaser.

(a)       a certified copy of an ordinary resolution of the shareholders of the Vendor and/or the Company approving the terms and conditions of this Agreement and the transactions contemplated hereby and thereby together with certification of any required notice to all shareholders of the Vendor and/or the Company of such written consent resolutions;

(b)       all documentation as may be necessary and as may be required by counsel for the Purchaser, acting reasonably, to ensure that all of the Purchased Shares have been transferred, assigned and are registerable in the name of and for the benefit of the Purchaser under all applicable corporate and securities laws;

(c)       certificate(s) representing the Purchased Shares registered in the name of the Vendor duly endorsed for transfer to the Purchaser or irrevocable stock powers transferring the Purchased Shares to the Purchaser;

(d)       a certificate representing the Purchased Shares registered in the name of the Purchaser;

(e)       a certified copy of the resolutions of the Board of Directors of the Company (and of the Vendor if necessary) authorizing the transfer by the Vendor to the Purchaser of the Purchased Shares;

(f)       a copy of all corporate records and books of account of the Company and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, share certificate books and annual reports of the Company;

(g)       written evidence, satisfactory to the Purchaser and UEC in their sole and absolute discretion, acting reasonably, that the Mineral Assets Condition Precedent has been satisfied;

(h)       all necessary consents and approvals in writing to the completion of the transactions contemplated herein;

(i)       a certificate of an officer from the Company, dated as of the Closing Date, acceptable in form to counsel for the Purchaser, acting reasonably, certifying that the warranties, representations, covenants and agreements of the Vendor and the Company contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Vendor and the Company on the Closing Date;

(j)       an opinion of counsel to the Vendor and the Company, dated as at the Closing Date, and addressed to the Purchaser and its counsel, in form and substance satisfactory to the Purchaser's counsel, acting reasonably, and including the following:

(k)       all remaining Business Documentation; and

(l)       all such other documents and instruments as the Purchaser's counsel may reasonably require.

(a)       a Closing agenda;

(b)       a certified copy of an ordinary resolution of the shareholders of the Purchaser approving the terms and conditions of this Agreement and the transactions contemplated hereby and thereby together with certification of any required notice to all shareholders of the Purchaser of such written consent resolutions;

(c)       a certified copy of the resolutions of the directors of the Purchaser providing for the approval of all of the transactions contemplated hereby and including, without limitation, each of the matters provided for in paragraph "5.1(f)" hereinabove;

(d)       share certificates, subject to the normal resale provisions applicable thereto, representing all of the Purchase Price Shares issued and registered in the name or names as notified by the Vendor to the Purchaser prior to Closing in accordance with sections "2.2" and "2.3" hereinabove;

(e)       all necessary consents and approvals in writing to the completion of the transactions contemplated herein;

(f)       a certificate of an officer of the Purchaser, dated as of the Closing Date, acceptable in form to counsel for the Vendor and the Company, acting reasonably, certifying that the warranties, representations, covenants and agreements of the Purchaser contained in this Agreement are true and correct and will be true and correct as of the Closing Date as if made by the Purchaser on the Closing Date; and

(g)       all such other documents and instruments as the Vendor's and the Company's counsel may reasonably require.

(a)       the rights of all Parties shall have been fully and finally adjudicated by a court of competent jurisdiction; or

(b)       all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and it shall have been notified thereof in writing signed by all such persons.

(a)       cure such default, or commence proceedings to cure such default and prosecute the same to completion without undue delay; or

(b)       give the Non-Defaulting Party notice that it denies that such default has occurred and that it is submitting the question to arbitration as herein provided.

(a)       the default is not so cured or the Defaulting Party does not commence or diligently proceed to cure the default; or

(b)       arbitration is not so sought; or

(c)       the Defaulting Party is found in arbitration proceedings to be in default, and fails to cure it within five calendar days after the rendering of the arbitration award,

(a)       the entire Ratification is not received within two calendar days of the Execution Date;

(b)       either of the Parties hereto has not either satisfied or waived each of their respective conditions precedent prior to the Subject Removal Date in accordance with the provisions of Article "5" hereinabove;

(c)       either of the Parties hereto has failed to deliver or caused to be delivered any of their respective documents required to be delivered by Articles "5", "6" and "7" hereinabove prior to each of the Subject Removal Date and the Closing Date in accordance with the provisions of Articles "5", "6" and "7";

(d)       the final Closing has not occurred on or before June 15, 2011 in accordance with section "6.2" hereinabove; or

(e)       by agreement in writing by each of the Parties hereto;

(a)       such counsel has been authorized by the relevant Party hereto;

(b)       the relevant Party hereto has not assumed the defense of the action within a reasonable period of time after receiving notice of the action;

(c)       the named parties to any such action include any Party hereto and the Indemnified Party shall have been advised by counsel that there may be a conflict of interest between any Party hereto and the Indemnified Party; or

(d)       there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to any Party hereto.

(a)       be valid unless it is in writing and stated to be a consent or waiver pursuant to this section;

(b)       be relied upon as a consent to or waiver of any other breach or default of the same or any other obligation;

(c)       constitute a general waiver under this Agreement; or

(d)       eliminate or modify the need for a specific consent or waiver pursuant to this section in any other or subsequent instance.