Conscious Intention Inc Sample Contracts

Bancroft Uranium, Inc. – 12% SECURED CONVERTIBLE DEBENTURE DUE OCTOBER 15, 2009 (October 29th, 2008)

THIS DEBENTURE is one of a series of duly authorized and validly issued 12% Secured Convertible Debentures of Bancroft Uranium Inc., a Nevada corporation, (the “Company”), having its principal place of business at 8655 East Via De Ventura, Suite G200 Scottsdale, Arizona 85258, designated as its 12% Secured Convertible Debenture due October 15, 2009 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

Bancroft Uranium, Inc. – DEBENTURE AND WARRANT PURCHASE AGREEMENT (October 29th, 2008)

This Debenture Purchase Agreement (this “Agreement”), dated as of October ___, 2008, is made by and between Bancroft Uranium Inc. (the “Company”) and the investors signatory hereto (each, a “Purchaser”).

Bancroft Uranium, Inc. – CONSULTING AGREEMENT (August 19th, 2008)

This Consulting Agreement (“Agreement”) is between Bancroft Uranium, Inc. (“BANCROFT”), and Robert McIntosh having a place of business as set forth below (“Contractor”). This Agreement is effective as of May 23, 2008 (the “Effective Date”).

Bancroft Uranium, Inc. – TECHNICAL REPORT ON THE MONMOUTH URANIUM PROPERTY BANCROFT AREA CENTRAL ONTARIO To Bancroft Uranium Inc. For NI 43-101 Presented By Clarence R. Marchand P.Eng. (July 29th, 2008)
Bancroft Uranium, Inc. – CONSULTING AGREEMENT (June 2nd, 2008)

This Consulting Agreement (“Agreement”) is between BANCROFTBancroft Uranium, Inc. (“BANCROFT”), and Robert McIntosh having a place of business as set forth below (“Contributor”). This Agreement is effective as of May 22, 2008 (the “Effective Date”).

Bancroft Uranium, Inc. – CONSULTING AGREEMENT (June 2nd, 2008)

This Consulting Agreement (“Agreement”) is between Bancroft Uranium, Inc. (“BANCROFT”), and Rick Lewon, having a place of business as set forth below (“Contractor”). This Agreement is effective as of May 23, 2008 (the “Effective Date”).

Bancroft Uranium, Inc. – 2008 BANCROFT URANIUM, INC. STOCK OPTION AND AWARD PLAN (May 23rd, 2008)

The name of this plan is the 2008 BANCROFT URANIUM, INC. STOCK OPTION AND AWARD PLAN (the "Plan"). The purpose of the Plan is to enable BANCROFT URANIUM, INC., a Nevada corporation (the "Company"), and any Parent or any Subsidiary to obtain and retain the services of the types of Employees, Consultants and Directors who will contribute to the Company's long range success and to provide incentives which are linked directly to increases in share value which will inure to the benefit of all stockholders of the Company.

Bancroft Uranium, Inc. – EXCLUSIVE FINDER'S AGREEMENT (January 7th, 2008)

This Exclusive Finder's Agreement (this "Agreement") is made as of October 4,2007, between Bancroft Uranium, a Washington corporation (the "Company"), and Empire Financial Group, Inc., a Florida corporation (the "Exclusive Finder"). The Exclusive finder and the Company agree:

Bancroft Uranium, Inc. – Re: Securities Purchase Agreement, dated as of November 30, 2007 (the “Purchase Agreement”), between Bancroft Uranium Inc., a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) (December 10th, 2007)

This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, each Purchaser and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives perso

Bancroft Uranium, Inc. – 8% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE NOVEMBER ___, 2009 (December 10th, 2007)

THIS DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Secured Convertible Debentures of Bancroft Uranium Inc., a Nevada corporation, (the “Company”), having its principal place of business at _____________________________, designated as its 8% Original Issue Discount Secured Convertible Debenture due November __, 2009 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

Bancroft Uranium, Inc. – SUBSIDIARY GUARANTEE (December 10th, 2007)
Bancroft Uranium, Inc. – SECURITY AGREEMENT (December 10th, 2007)

This SECURITY AGREEMENT, dated as of November 30, 2007 (this “Agreement”), is among Bancroft Uranium Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Original Issue Discount Secured Convertible Debentures due November ___, 2009 and issued on November ___, 2007 in the original aggregate principal amount of $[_____ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

Bancroft Uranium, Inc. – Re: Securities Purchase Agreement, dated as of November 30, 2007 (the “Purchase Agreement”), between Bancroft Uranium Inc., a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) (December 10th, 2007)

Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until the 12 month anniversary of the Effective Date (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing)

Bancroft Uranium, Inc. – COMMON STOCK PURCHASE WARRANT BANCROFT URANIUM INC. (December 10th, 2007)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bancroft Uranium Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Bancroft Uranium, Inc. – SECURITIES PURCHASE AGREEMENT (December 10th, 2007)

This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2007 between Bancroft Uranium Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Bancroft Uranium, Inc. – REGISTRATION RIGHTS AGREEMENT (December 10th, 2007)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 30, 2007, between Bancroft Uranium Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Bancroft Uranium, Inc. – Re: Securities Purchase Agreement, dated as of November 30, 2007 (the “Purchase Agreement”), between Bancroft Uranium Inc., a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) (December 10th, 2007)

Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until the 12 month anniversary of the Effective Date (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing)

Bancroft Uranium, Inc. – LONGLAC PROJECT AGREEMENT (October 3rd, 2007)

This agreement and the attached schedules and all properly executed amendments are hereinafter collectively referred to as this “Agreement”. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and undertakings relating to the subject matter. The parties acknowledge that there are no agreements, undertakings, representations, warranties or conditions collateral to this Agreement except as specifically stated otherwise in this Agreement.

Bancroft Uranium, Inc. – ELLIOT LAKE SOUTH PROJECT AGREEMENT (October 3rd, 2007)

This agreement and the attached schedules and all properly executed amendments are hereinafter collectively referred to as this “Agreement”. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and undertakings relating to the subject matter. The parties acknowledge that there are no agreements, undertakings, representations, warranties or conditions collateral to this Agreement except as specifically stated otherwise in this Agreement.

Bancroft Uranium, Inc. – MONMOUTH AGREEMENT (October 3rd, 2007)

This agreement and the attached schedules and all properly executed amendments are hereinafter collectively referred to as this “Agreement”. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and undertakings relating to the subject matter. The parties acknowledge that there are no agreements, undertakings, representations, warranties or conditions collateral to this Agreement except as specifically stated otherwise in this Agreement.

Conscious Intention Inc – THIS SHARE PURCHASE AGREEMENT dated for reference the 14th day of September, 2007. AMONG: (September 14th, 2007)

GRAVHAVEN LIMITED, a Cayman Islands corporation and a shareholder of 2146281 ONTARIO INC., an Ontario corporation having an address of c/o St. Georges Trust Company Limited, 27 Reid Street, P.O. Box HM 3051, Hamilton, HMNX Bermuda

Conscious Intention Inc – STOCK PURCHASE AGREEMENT (April 12th, 2002)

Exhibit 10.1 Form of common stock purchase agreement CONSCIOUS INTENTION, INC. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is entered into as of the date indicated on the signature page attached hereto by and between Conscious Intention, Inc., a Nevada Corporation (the "Company"), and ____________________________________, ("Purchaser"). In consideration of the mutual covenants and representations herein set forth, the Company and the Purchaser agree as follows: 1. Sale of Stock. The Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase an aggregate of the number of shares listed on the signature page attached hereto of the Company's Common Stock (the "Shares"), at a purchase price of $0.001 per share (the "Purchase Price"), or an Aggregate Purchase Price as listed below on the signature page attached hereto. 2.

Conscious Intention Inc – STOCK PURCHASE AGREEMENT (April 12th, 2002)

Exhibit 10.2 Common stock purchase agreement by and between Conscious Intention, Inc. and Sylva Leduc. CONSCIOUS INTENTION, INC. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is entered into as of the date indicated on the signature page attached hereto by and between Conscious Intention, Inc., a Nevada Corporation (the "Company"), and Sylva Leduc, ("Purchaser"). In consideration of the mutual covenants and representations herein set forth, the Company and the Purchaser agree as follows: 1. Sale of Stock. The Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase an aggregate of the number of shares listed on the signature page attached hereto of the Company's Common Stock (the "Shares"), at a purchase price of $0.001 per share (the "Purchase Price"), or an Aggregate Purchase Price as listed below on the signature page attached hereto.