0001140905-08-000175 Sample Contracts

12% SECURED CONVERTIBLE DEBENTURE DUE OCTOBER 15, 2009
Bancroft Uranium, Inc. • October 29th, 2008 • Metal mining • New York

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”).

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DEBENTURE AND WARRANT PURCHASE AGREEMENT
Debenture and Warrant Purchase Agreement • October 29th, 2008 • Bancroft Uranium, Inc. • Metal mining • New York

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”).

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