THIS AMENDING AGREEMENT made
as of September 30, 2009.





Between:





HODGKINSON
EQUITIES CORPORATION, a corporation duly incorporated under the laws of
the Province of British Columbia





(herein
called "HEC ")





-and-





DEJOUR
ENTERPRISES LTD. a corporation duly
incorporated under the laws of British Columbia





(herein
called (‘Dejour”)





-and-





WHEREASHEC and Dejour entered
into a Demand Promissory Note dated April 3, 2009 in the amount of CDN
$1,800,000 (the “Note”).





AND WHEREAS HEC and Dejour
entered into a Settlement Agreement (the “Settlement
Agreement”)  dated June 22,2009 whereby the parties agreed to cancel
the Note by firstly, converting CDN $450,000 to both common shares of Dejour
(“Shares”) and share purchase warrants of Dejour (“Warrants”) and secondly, by
converting CDN $900,000 to a 5% interest in an oil and gas property and thirdly,
by amending the terms and conditions of the remaining balance of the Note (the
“Amended Note”) in the amount of CDN $450,000 as set out in the Settlement
Agreement;





AND
WHEREAS HEC has been issued the Shares and the Warrants.





And
WHEREAS the Parties, defers converting CDN $900,000 to a 5% interest in an oil
and gas property necessary approvals are obtained and instead want to cancel the
Amended Note of CDN $450,000 and replace it with a new Demand Promissory Note in
the amount of CDN $1,350,000;





NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the premises and for other good and
valuable consideration and the payment of ten dollars ($10.00) by each party to
the other, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby covenant and agree each with the other as
follows:





TERMS
OF SETTLEMENT AGREEMENT





1.
            The
      Amended Note between Dejour and HEC is hereby
  cancelled;





2.
            Dejour
      will issue HEC a 14 month Demand Promissory Note in the amount of CDN
      $1,350,000 attached hereto as Schedule “A” (“Revised Note”). The Revised
      Note will bear interest at the rate of 12% per annum, calculated and
      payable at the end of each calendar
quarter.









3.
            If
      the Revised Note is not repaid by January 1, 2010, Dejour will pay a 3%
      fee on the outstanding balance, to a maximum of_$13,500.  Dejour
      has the discretion to settle the fee in shares, subject to TSX’s approval,
      based on the closing market price on December 31,
  2009.





NOTICE





4.
            (a)
      Any notice or any other communication which is hereunder required must be
      in writing and transmitted by fax or hand
  delivered:





to HEC:





Hodgkinson Equities
Corporation


3437 Osler St.


Vancouver BC V6H 2W4




to Dejour:





Dejour Enterprises Ltd.


598-999 Canada Place


Vancouver BC V6C 3E1





or, with
respect to each party, to any other address or fax number that may be designated
by a party by a written notice given to the other party.





(b) the
notices or communications provided for in subparagraph 5(a) above shall be
presumed to have been received the day they are sent, if delivered by hand or if
transmitted by fax during normal business hours; failing this, the fax
transmission shall be deemed to have been received the next business day in the
jurisdiction of the recipient.





GENERAL





5.
            The
      headings of the paragraphs of this Agreement are inserted for convenience
      of reference only and shall not affect the meaning or construction
      hereof.





6.
            Words
      referring to one gender shall include reference to any other
      gender.





7.
            The
      parties to this Agreement undertake toward each other to make, do or
      execute, at any time, any deed, thing or document necessary or useful to
      give full effect to this Agreement.





8.
            This
      Agreement supersedes and replaces the Demand Promissory Note dated April
      3, 2009 and the Settlement Agreement dated June
  22,2009









9.
            No
      modification or amendments to this Agreement shall be valid and binding
      unless set forth in writing and duly executed by all parties hereto and no
      waiver of any breach of any term or provision of this Agreement shall be
      effective or binding unless made in writing and signed by the party
      purporting to give same and, unless otherwise provided, shall be limited
      to the specific breach waived.





10.
            Time
      is of the essence in this
Agreement.





11.
            This
      Agreement shall be construed in accordance with the laws of the Province
      of British Columbia.





12.
            This
      Agreement shall be binding upon and enure to the benefit of the parties
      hereto and their respective successors and permitted
    assigns.





13.
            This
      Agreement may be executed by the parties hereto at different times and in
      different places without the parties hereto being in each other’s
      presence.





IN WITNESS WHEREOF the parties
hereto have executed this Agreement in duplicate on the date first above
written.





SIGNED,
      SEALED and DELIVEREDin
      the presence of
                  HODGKINSON
      EQUITY CORPORATIONPer:DEJOUR
      ENTERPRISES LTD.Per:









SCHEDULE
"A":





ATTACHED
TO AND MADE PART OF THAT SETTLEMENT AGREEMENT, September 30, 2009


BETWEEN
DEJOUR ENTERPRISES LTD. AND HODGKINSON EQUITIES CORPORATION





Fourteen
Months Promissory Note





CDN
      $1, 350,000.00
              Vancouver,
      BCSeptember
      30, 2009





For VALUE
RECEIVED, the undersigned, Dejour Enterprises Ltd. 598-999 Canada Place,
Vancouver BC V6C 3E1 (“Dejour”) promises to pay to Hodgkinson Equities
Corporation (“HEC”), 598-999 Canada Place Vancouver, BC V6C 3E1 the principal
sum of CDN $1,350,000 at a rate of interest of 12% per annum. Interest is
payable at the end of each calendar quarter.





This loan
is due on November 1, 2010.  If this note is not repaid by January 1,
2010, Dejour will pay a 3% fee on the outstanding balance, to a maximum
$13,500.00. Dejour has the discretion to settle the fee in shares, subject to
TSX’s approval, based on the closing market price on December 31,
2009.





This
Agreement shall be governed by any dispute arising hereunder shall be determined
in accordance with the laws of the Province of British Columbia.





BorrowerDejour
      Enterprises Ltd.