aefex102.htm

Exhibit 10.2

LLC MEMBERSHIP INTERESTS SALE AGREEMENT

LLC MEMBERSHIP INTERESTS SALE AGREEMENT (this “Agreement”), dated as of March 17, 2011 (the “Closing Date”), between Gordon R. Haworth (“Seller”), American Energy Fields Inc., a Delaware corporation (“AEFI”) and ND Energy Inc., a Delaware corporation (“Buyer”) (Buyer, AEFI and Seller each a “Party” and collectively the “Parties”).

WHEREAS, Seller is the owner of 24.32225% of the membership interests of the Secure Energy LLC, a North Dakota limited liability company (the “Company”), as calculated and set forth in Schedule 1; and

WHEREAS, Buyer is a wholly-owned subsidiary of AEFI; and

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, such membership interests (the membership interests in the Company to be sold by Seller being referred to hereinafter as the “Interests”), upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

1. Sale and Purchase of Interests. Seller hereby sells and transfers to Buyer, and Buyer hereby purchases from Seller, all of Seller’s right, title and interests in its membership interests in the Company, being 100% of the Interests, in exchange for aggregate consideration in the form of 975,000 (Nine Hundred Seventy Five Thousand) common stock shares (the “Shares”) of AEFI.

2. Stock Certificate. Simultaneously herewith Buyer is delivering to Seller a Stock Certificate representing the Shares duly issued by AEFI as set forth above. The Shares shall be issued in the name of Haworth Family Trust UTD 06/08/1995.

3. [Reserved]

4. Lockup of Shares.

(a) Seller hereby agrees, that without the prior written consent of AEFI during the period beginning on December 3, 2010 (the “Lockup Date”) and ending 24 months after such date (the “Lockup Period”), Seller will not, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future), any Shares, beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Seller on the date hereof or (ii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any Shares (each of the foregoing, a “Prohibited Sale”).

(b) Notwithstanding the foregoing, Seller (and any transferee of Seller) may transfer any Shares (i) as a bona fide gift or gifts, provided that prior to such transfer the donee or donees thereof agree in writing to be bound by the restrictions set forth herein, (ii) to any trust, partnership, corporation or other entity formed for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that prior to such transfer a duly authorized officer, representative or trustee of such transferee agrees in writing to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) to non-profit organizations qualified as charitable organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (iv) to its shareholders as a distribution of corporate assets, special dividend or return of capital, or (v) if such transfer occurs by operation of law, such as rules of descent and distribution, statutes governing the effects of a merger or a qualified domestic order, provided that prior to such transfer the transferee executes an agreement stating that the transferee is receiving and holding any Shares subject to the provisions of this Agreement. For purposes hereof, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the foregoing shall not prohibit privately negotiated transactions, provided the transferees agree, in writing, to be bound to the terms of these lockup provisions in this Section 4 for the balance of the Lockup Period.

(c) Notwithstanding anything to the contrary contained in this Agreement, (i) the lockup provisions contained in this Section 4 will terminate and shall be null and void after 24 months from the Lockup Date or upon a Change of Control of AEFI and Buyer or either of them; (ii) prior to the termination of these lockup provisions Seller may sell or transfer up to 121,875 Shares per calendar quarter; and (iii) on any day prior to the termination of these lockup provisions, if the trading volume on the principal market on which AEFI’s common stock is then trading is greater than 100,000 shares and AEFI’s common stock is then trading at a price of not less than $1.00 per share, Seller may sell up to an additional 3.29% of the trading volume on the principal market, as reported immediately prior to the sale of the Shares on such day of sale. Upon request, Seller agrees to permit inspection of all account and transfer records by AEFI associated with the foregoing covenant.

5. “Change of Control” means the occurrence of any of the following transactions or series of transactions at any time: (a) the acquisition, direct or indirect, by any Person or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) of the legal, beneficial or equitable ownership of (i) at least fifty percent (50%) of the aggregate voting interests in AEFI and Buyer or either of them, or (ii) equity interests having the right to at least fifty percent (50%) of the profits of AEFI and Buyer or either of them; (b) the sale, lease, conveyance or other disposition to any Person of all or substantially all of the assets of AEFI and Buyer or either of them; (c) the consolidation of AEFI and Buyer or either of them with, or merger into, any Person; (d) the adoption of any plan relating to the liquidation or dissolution of AEFI and Buyer or either of them; (e) the acquisition of the right, whether direct or indirect, by any Person to appoint a majority of the board of directors of AEFI and Buyer or either of them; or (f) the acquisition of the right, whether direct or indirect, by any Person to Control the management of AEFI or Buyer or either of them.

6. Seller’s Representations and Warranties. Seller warrants and represents with respect to its sale of its membership interests in the Company to Buyer as follows:

(a) To the best of Seller’s knowledge, the attached Schedule A is a true, correct and complete listing of the assets and liabilities, contingent or otherwise, of the Company. The Company is a North Dakota Limited Liability Company, ID number 22672400, and is active and in good standing in the state of North Dakota. The Company’s current operating agreement is that Joint Venture Agreement executed by the members of the Company November 16, 2006 and attached hereto as Schedule B (the “JV Agreement”). To the best of Seller’s knowledge there are currently no unsettled or ongoing disputes or litigation that are or could be material to the Company’s business prospects, operations or assets.

(b) Seller has good, valid and marketable title to the membership interests, as set forth in Schedule 1, free and clear of any and all liens, equities, claims, charges or other encumbrances or rights of any third parties of any nature (including, but not limited to, options, rights of first refusal or similar rights, contingent or otherwise). Seller is conveying to Buyer good, valid and marketable title thereto, free and clear of any and all liens, equities, claims, charges or other encumbrances or rights of any third parties. The attached Schedule 1 is a true, correct and accurate representation of the Seller’s membership interests.

(c) Seller has all requisite legal power to enter into and to perform his obligations under this Agreement. This Agreement and the membership interests or certificate or powers being delivered concurrently herewith have been duly executed and delivered by Seller. This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, rehabilitation, insolvency, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity.

(d) Neither the execution and delivery of this Agreement nor the consummation by Seller of the transactions contemplated hereby will conflict with, result in a breach of or constitute a default under or violation of any term of any agreement, contract or instrument to which he is a party or any applicable law, rule, regulation, order or judgment of any court or governmental authority.

(e) No consent, approval, authorization, or order of, registration or filing with, or notice to, any domestic or foreign governmental authority, regulatory body or court is required for the execution or delivery of, or the performance by Seller of his obligations under, or compliance by Seller with, this Agreement or the transactions contemplated hereunder.

(f) Seller has obtained all consents, approvals and waivers of third parties that may be required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary contained herein, Seller has not obtained any consent from other holders of LLC membership interests in the Company as set forth in section 2.05 of the JV Agreement, which provides that members of the Company may not unreasonably withhold consent to a transfer of LLC membership interests in the Company to a third party, to (1) the sale of the Interests pursuant to this Agreement or (2) Haworth’s acquisition of those membership interests in the Company originally owned by Donbara Group LLC, a California limited liability company, the sole member of which was Haworth.

7. Information on AEFI. Seller has been furnished with or has had access to such information and materials concerning AEFI as have been requested by Seller. In addition, Seller may have received in writing from AEFI such other information concerning its operations, financial condition prospects and other matters as Seller has requested in writing (such other information is collectively the “Other Written Information”) and considered all factors Seller deems material in deciding on the advisability of acquiring the Shares.

8. Information on Seller. Seller is an “accredited investor”, as such term is defined in Rule 501of Regulation D promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 Act (the “1933 Act”), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable Seller to utilize the information made available by AEFI to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed acquisition of shares of AEFI, which represents a speculative investment. Seller has the authority and is duly and legally qualified to purchase and own its Shares. Seller is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.

9. Acquisition of Shares. Seller will acquire its Shares as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof; provided however, that nothing in this Section 9 negates or impairs Seller’s rights under Section 4 and applicable law.

10. Compliance with Securities Act. Seller understands and agrees that its Shares have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Seller contained herein), and that such Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration as contemplated by Section 4.

11. Legend.

(a) The initial certificate evidencing the Shares shall bear the following or similar legend:

“THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY AEFI), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME PURSUANT TO AN AGREEMENT BY AND BETWEEN THE COMPANY AND THE SHAREHOLDER NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT OR SUCH RESTRICTIONS HAVE BEEN WAIVED BY THE COMPANY.”

(b) The first legend set forth above may be removed and AEFI shall issue a certificate without the first legend to the holder of the Shares upon which it is stamped in order to permit the sale of Shares as contemplated by Section 4

(c) if, unless otherwise required by federal or state laws, (i) a registration statement covering registered resales of the Shares has been declared effective under the 33 Act and such registration statement remains effective under the 33 Act, or (ii) in connection with any sale, assignment or other transfer of Shares that is not to be effected pursuant to such registration statement, such holder first provides AEFI with an opinion of counsel acceptable to AEFI, to effect that such sale, assignment or transfer of the Shares may be made without registration under the applicable requirements of the 33 Act and that such legend is no longer required. The holder shall be responsible for the fees of AEFI’s transfer agent and all broker’s fees associated with such issuance. In the event a sale, assignment or transfer of the Shares is to be made pursuant to Rule 144 or Rule 144A under the 33 Act, AEFI shall be responsible for the cost of an opinion of counsel acceptable to AEFI and the prompt delivery of such opinion to the holder.

12. Communication of Offer. The offer to acquire the Shares was directly communicated to Seller by AEFI. At no time was Seller presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

13. Restricted Securities. Seller understands that the Shares have not been registered under the 1933 Act and Seller will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Shares unless pursuant to an effective registration statement under the 1933 Act, or unless an exemption from registration is available. Notwithstanding anything to the contrary contained in this Agreement, Seller may transfer (without restriction and without the need for an opinion of counsel) the Shares to its Affiliates (as defined below) provided that each such Affiliate is an “accredited investor” under Regulation D and such Affiliate agrees to be bound by the terms and conditions of this Agreement. For the purposes of this Agreement, an “Affiliate” of any person or entity means any other person or entity directly or indirectly controlling, controlled by or under direct or indirect common control with such person or entity. Affiliate includes each parent or subsidiary of a Party. For purposes of this definition, “control” means the power to direct the management and policies of such person or firm, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

14. No Governmental Review. Seller understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Shares or the suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

15. AEFI’s Representations and Warranties. AEFI hereby represents and warrants to Seller that:

(a) The financial statements of the AEFI contained in the periodic reports filed with the Commission are true and correct in all material respect.

(b) AEFI is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (x) to conduct its business in the manner in which its business is currently being conducted; (y) to own and use its assets in the manner in which its assets are currently owned and used; and (z) to perform its obligations under all contracts by which it is bound.

(c) AEFI is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to so qualify would have a Material Adverse Effect (as defined below) on AEFI. With respect to any entity, “Material Adverse Effect” shall mean any change, event or effect that is materially adverse to the consolidated business, assets (including intangible assets), financial condition or results of operations of such entity.

(d) The Articles of Incorporation and Bylaws of AEFI, each as amended to date (collectively, the “AEFI Charter Documents”), contained as exhibits in the periodic reports filed with the Commission are true and correct in all material respect.

(e) AEFI has all requisite corporate power to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by AEFI and constitutes the legal, valid and binding obligation of AEFI, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, rehabilitation, insolvency, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity.

(f) Neither the execution and delivery of this Agreement nor the consummation by AEFI of the transactions contemplated hereby will conflict with, result in a breach of or constitute a default under or violation of any term of its corporate charter or any other agreement, contract or instrument to which it is a party or any applicable law, rule, regulation, order or judgment of any court or governmental authority.

(g) No consent, approval, authorization, or order of, registration or filing with, or notice to, any domestic or foreign governmental authority, regulatory body or court is required for the execution, delivery and performance by AEFI of its obligations under, or compliance by AEFI with, this Agreement or the transactions contemplated hereunder.

(h) AEFI has obtained all consents, approvals and waivers of third parties that may be required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(i) The Shares are duly and validly authorized and are duly and validly issued, fully paid and non-assessable and free and clear of any liens, equities, claims, charges or other encumbrances or rights of any third parties of any nature (including, but not limited to, options, rights of first refusal or similar rights, contingent or otherwise); and none of the Shares are in violation of any preemptive rights of any stockholder of AEFI.

(j) AEFI is not an “investment company”, or a company “controlled by” an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

16. Buyer’s Notice Obligation and Indemnification. Notwithstanding anything to the contrary contained herein, Buyer hereby expressly undertakes the obligation to seek consent from or notify Hardbow Uranium LLC and its successors and assigns of Buyer’s acquisition of the Interests. Within one business day following the Closing Date, Seller shall transmit by overnight mail a letter to Hardbow Uranium LLC regarding the transfer of the Interests, such letter to be in substantially the form of Exhibit A annexed hereto. Buyer expressly acknowledges it is familiar with, fully understands and agrees to be bound by the provisions of the JV Agreement and its transfer provisions. Buyer expressly accepts Seller’s transfer of the Interests subject to the terms of the JV Agreement and its transfer provisions. Buyer and AEFI, jointly and severally, also hereby expressly fully and irrevocably indemnify Seller and will defend, indemnify and hold harmless Seller and his Affiliates, and their respective officers, employees, and directors (“Seller Affiliated Parties”), jointly and severally, from and against any and all losses, claims, demands, actions, causes of action, suits or proceedings, costs, reasonable attorneys’ fees, damages, expenses, compensation, penalties, obligations of any kind and liabilities asserted by any third party that result from, arise out of, or are incurred in connection with the sale of the Interests pursuant to this Agreement, including any withholding of consent to transfer by any holder of LLC membership interests in the Company who is not a party to this Agreement.

17. Further Assurances; Consents. From time to time each Party hereto, at its own cost, will execute all such instruments and take all such further actions as the other Party may reasonably request in order to carry out and to give effect to the intent and purpose hereof, including, without limitation, the execution and delivery of any and all confirmatory and other instruments, and any and all actions which may reasonably be necessary or desirable to complete the transactions contemplated hereby.

18. Notices. All notices, requests, demands and other communications hereunder shall be in writing, shall be delivered by hand, commercial courier or facsimile transmission and shall be deemed to have been given or made when delivered, addressed as follows:

if to Seller:

Gordon R. Haworth

5670 Caminito Genio

La Jolla, CA 92037

Tel: (858) 551-1199

Fax: (858) 551-1177

or to such other address as Seller may from time to time designate; and if to Buyer or AEFI:

American Energy Fields Inc.

3266 W. Galveston Drive, #101

Apache Junction, AZ 95120

Attn: Joshua Bleak, President

Tel: (480) 288-6530

Fax: (480) 288-6532

or to such other address as Buyer may from time to time designate.

19. Counsel. Each of the Parties represents and warrants that it has been represented by separate legal counsel of its own choice throughout all of the negotiations that preceded the execution of this Agreement and in connection with the preparation and execution of this Agreement; that it has carefully and thoroughly reviewed this Agreement in its entirety with counsel; that its counsel has approved it as to form; and that it understands the terms used herein.

20. Independent Investigation. Each of the Parties has had the opportunity to investigate this matter and the affairs of each other and of the Company, to conduct any and all due diligence appropriate (including the opportunity to consult with outside experts on any matters appropriate), to determine the advisability of entering into this Agreement, and has entered into this Agreement freely and voluntarily. Each of the Parties acknowledges that in executing this Agreement it relies solely on its own judgment, belief and knowledge and on such advice as it may have received from its own counsel and that it has not been influenced by any representation or statements made by any other Party or its counsel. No provision in this Agreement is to be interpreted for or against any of the Parties because that Party or its counsel drafted such provision.

21. Entire Agreement. This Agreement embodies the entire agreement and understanding of AEFI, Buyer and Seller and supersedes and gives no further force or effect to all prior agreements and understandings relating to the subject matter hereof.

22. Successors and Assigns. The terms and conditions contained in this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, survivors and personal representatives of each of the Parties.

23. Necessary Steps. The Parties, and each of them, agree to execute such other documents and take such other immediate action as may reasonably be necessary to accomplish the purpose of this Agreement.

24. Severability. In the event that any condition, covenant or other provision of this Agreement is held to be invalid or void by any court of competent jurisdiction, it shall be deemed severable from the remainder of this Agreement and shall in no way affect any other condition, covenant or other provision of this Agreement. If such condition, covenant or other provision is held to be invalid due to its scope or breadth, it is agreed that it shall be deemed to remain valid to the extent permitted by law.

25. Waiver. No breach of any provision of this Agreement shall be deemed waived unless it is waived in writing. Waiver of any one breach shall not be deemed a waiver of any other breach of the same or any other provision of this Agreement.

26. Amendment. This Agreement may not be amended or modified except in a writing signed by all of the Parties.

27. Authorization. Any corporation signing this Agreement represents and warrants that such execution is in compliance with any required resolution of its Board of Directors, duly adopted at a meeting of such Board of Directors. Any individual signing this Agreement on behalf of another individual, a corporation or a partnership represents and warrants that he or she has full authority to do so.

28. Applicable Law. This Agreement shall be governed by and construed and enforced under the laws of the State of Delaware without regard to its conflicts of laws provisions.

29. Forum. The Parties acknowledge that for the purpose of enforcing the terms of this Agreement or entering judgment appropriate jurisdiction and venue shall lie with the lawful Courts of Delaware located in New Castle County. Each of the Parties hereby waives any defense of inconvenient forum in connection with this paragraph.

30. Attorney’s Costs. In the event either Party commences any action in a court of law to enforce this Agreement or obtain damages for the breach of this Agreement, the prevailing Party shall be entitled to an award of its actual attorneys’ fees and costs incurred in such action.

31. Counterparts. This Agreement may be executed in counterparts, and each counterpart shall be considered an original. This Agreement shall not be effective in any way as to any of the Parties until fully executed by all Parties.

32. Titles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

33. Consent to Prospect Sale. Seller hereby consents to the assignment to AEFI by Prospect Uranium Inc. (“Prospect”) of its membership interests in the Company, occurring contemporaneously with the sale of the Interests on the Closing Date pursuant to this Agreement.

IN WITNESS WHEREOF the Parties hereto have hereunto set their hands the day, month and year first above written.

BY: SELLER	BY: BUYER ND ENERGY INC.
/s/ Gordon R. Haworth	/s/ Joshua Bleak
Name: Gordon R. Haworth	Name/Title: Joshua Bleak, President

BY: AEFI

AMERICAN ENERGY FIELDS INC.

/s/ Joshua Bleak

Name/Title: Joshua Bleak, President

EXHIBIT A

SECURE ENERGY, LLC

FORM OF NOTICE LETTER

March __, 2011

Hardbow Uranium LLC

P.O. Box 2352

2500 Domino Drive

Bismarck, ND 58502-2352

Attn: Galen E. Andersen, President

RE: Notice of Transfer Membership Interest in Secure Energy LLC

Dear Mr. Andersen:

This letter constitutes notice to Hardbow Uranium LLC of the transfer by Gordon R. Haworth of all of my interest in Secure Energy LLC to ND Energy Inc.

I believe that it is in the best interest of Secure Energy LLC to consummate this transfer. In accordance with the Secure Energy LLC’s Joint Venture Agreement, executed on or about November 17, 2006, no Joint Venturer, or Member, may unreasonably withhold consent to such a transfer.

Please direct all questions, responses or notices to Harvey Kesner, Esq., Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd Floor, New York, New York, 10006, (212) 930-9700, counsel to ND Energy Inc.

Very truly yours,

Gordon R. Haworth

cc: Harvey Kesner, Esq., Sichenzia Ross Friedman Ference LLP

Jeffery J. Janda, Prospect Uranium, Inc.

SCHEDULE 1

STATEMENT OF SELLER’S OWNERSHIP INTEREST

IN SECURE ENERGY LLC

SCHEDULE A

STATEMENT OF ASSETS AND LIABILITIES

SECURE ENERGY LLC

The following, to the best knowledge of the Seller, constitute the current assets and liabilities of Company (which shall include, without limitation, any of such Assets that are owned or possessed by any Seller Affiliate):

Assets:

1.	Data package including historical exploration data including drill logs, surface samples, maps, reports and other information on various uranium prospects in North Dakota.

2.	Uranium Lease Agreement with Robert Petri, Jr. and Michelle Petri dated June 28, 2007. Location: Township 134 North, Range 100 West of the Fifth Principal Meridian. Sec. 30: Lots 1 (37.99), 2 (38.13), 3 (38.27), 4 (38.41) and E1/2 W1/2 and SE 1/4.

3.	Uranium Lease Agreement with Robert W. Petri and Dorothy Petri dated June 28, 2007. Location: Township 134 North, Range 100 West of the Fifth Principal Meridian. Sec. 30: Lots 1 (37.99), 2 (38.13), 3 (38.27), 4 (38.41) and E1/2 W1/2 and SE 1/4.

4.	Uranium Lease Agreement with Mark E. Schmidt dated November 23, 2007. Location: Township 134 North, Range 100 West of the Fifth Principal Meridian. Sec. 31: Lots 1 (38.50), 2 (38.54), 3 (38.58), 4 (38.62) and E1/2 W1/2, W1/2NE1/4, SE 1/4.

Liabilities:

Credit card balances (estimated as of September 2010) owed to Wells Fargo as attached hereto and as follows:

			a.o. September 2010
	Creditor	Acct. No.	Est’d.Bal.	Est’d. Pmt.
1.	Wells Fargo Business Card	4856-2002-2218-9386	$9,884.51	$269.00
2.	Wells Fargo Business Card	4856-2002-2201-4782	1,972.18	64.00
3.	Wells Fargo Business Card	4856-2002-2201-4774	4,635.79	95.00
4.	Wells Fargo Business Card	4856-2002-2268-8981	983.72	36.00
5.	Wells Fargo Business Card	4856-2002-2268-8973	985.03	37.00
6.	Wells Fargo Business Card	4856-2002-2215-6856	1,547.82	32.00

SCHEDULE B

OPERATING AGREEMENT OF SECURE ENERGY LLC

THE “JV AGREEMENT