AMENDED LETTER AGREEMENT #2
January
12, 2006
Xx.
Xxxxxx Xxxxxx Fax: (000) 000-0000
President
Uranium
Power Corp.
#525
-
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX
XXXXXX
X0X 0X0
AMENDED
LETTER AGREEMENT #2
Dear
Xxxxxx:
Uranium
Power Corp. (“UPC”) entered into a Purchase and Sales Agreement on December 8,
2004 (“Agreement”) with U.S. Energy Corp. (“USE”), Crested Corp. (“Crested”) and
a joint venture between USE and Crested (referred to as “USECC”), hereinafter
collectively referred to as the “USE Parties”. Paragraph 4 requires UPC to make
purchase price payments for the properties on specific dates as specified in
the
Agreement. UPC and the USE Parties have agreed to make the following changes
in
Paragraph 4 of the Agreement:
| 1. |
UPC’s
payment of $800,000 (U.S. cash) and 750,000 common shares of UPC
stock
that is required to made on June 29, 2006 and their payment of $800,000
(U.S. cash) and 750,000 common shares of UPC stock that is required
to
made on December 29, 2006 pursuant to paragraph 4 (i) of the Agreement
shall be due and payable as following: The $1.6 million (U.S. cash)
shall
be paid by UPC to the USE Parties on or before January 13, 2006.
The stock
will be sent to the USE Parties as soon as possible in compliance
with the
regulations of the Exchange.
|
| 2. |
UPC’s
payment of $1.5 million (U.S. cash) that is required to made on April
29,
2006 and their payment of $1.5 million (U.S. cash) that is required
to
made on October 29, 2006 pursuant to paragraph 4 (ii) of the Agreement
shall be paid by UPC to the USE Parties as follows: $1.5 million
(U.S.
cash) on or before April 29, 2007 and $1.5 million (U.S. cash) on
or
before October 29, 2007, provided
however,
UPC agrees to immediately pay to USE Parties 50% of all money raised
after
January 13, 2006 until the two $1.5 million dollar (U.S. cash) payments
are made irrespective of these revised dates.
|
| 3. |
UPC
shall also pay to the USE Parties the $152,011.89 (U.S. cash) outstanding
balance for the 2005 drilling program approved by UPC and $400,000
(U.S.
cash) of the $775,440 budgeted for the first half of the 2006 drilling
program on or before January 13,
2006.
|
1
| 4. |
All
other terms and conditions of the Agreement shall remain unchanged
by this
Amended Letter Agreement #2.
|
This
Amended Letter Agreement #2 is effective on the 13th
day of
January, 2006.
URANIUM
POWER CORP.
By:
/s/
Xxxxxx Xxxxxx
Xxxxxx
Xxxxxx
Its: President
U.S.
ENERGY CORP.
By:
/s/
Xxxx X. Xxxxxx
Xxxx
X.
Xxxxxx
Its: President
U.S.
ENERGY CORP. and CRESTED CORP. dba THE USECC JOINT VENTURE
U.
S. ENERGY CORP.
By:
/s/
Xxxx X. Xxxxxx
Xxxx
X.
Xxxxxx
Its: President
By:
/s/
Xxxxxx X. Xxxxxx
Xxxxxx
X.
Xxxxxx
Its: President
2
