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|                                         | Oejour Energy (USA) Corp.
|---------------------------------------- | -------------------------
|a subsidiary of Oejour Energy
      Inc.
|1401 1ihSt., Ste. 850                   
|Denver, CO 80202                        
|P: (303) 296-3535                       
|F: (303) 296-3888                       

September 10,2013

Randall Kenworthy Bakken Drilling Fund III Manager LLC
5251 DTC Parkway, Suite 200 Denver, CO 80111

|Re: | Second Amendment to Operating Agreement dated December
      31, 2012 by and between Dejour Energy (USA) Corp. and Bakken Drilling Fund
      III, L.P.; Garfield County, Colorado
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dear Mr. Kenworthy:

Dejour Energy (USA) Corp. ("Dejour") and Bakken
Drilling Fund III, L.P. ("Bakken") are parties to that certain Operating
Agreement dated December 31, 2012, as amended by the Amendment to Operating
Agreement dated March 6, 2013 (the "lOA").The parties hereby agree to
further amend the lOAas follows:

1.       
Article XVI.B(i) of the lOAis amended by deleting "$6,500,000" in the
first line thereof and replacing it with "$7,000,000".

2.       
Article XVI.C(iii) of the lOAis amended by deleting "$15,000,000" in the
second line thereof and replacing it with "$15,500,000".

3.      
 Article XVI.F. is amended by, in the first line thereof, deleting "125%"
and replacing it with "150%".

4.         Exhibit
"A" to the lOAis amended by deleting Paragraph (3) III its entirety and
replacing it with the following:

(3)        Percentages of
Working Interest of the Parties:

| | Party                        | Percentage Interest
| | ---------------------------- | -------------------
| | Dejour Energy (USA) Corp.    | 22.229%            
| |                              |                    
| | Bakken Drilling Fund III, LP | 77.771%            

5.        All other
provisions of the lOAremain unchanged and in full force and effect.



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This letter may be executed in any number of
counterparts, each of which when so executed shall constitute in the aggregate
but one and the same document. Copies or facsimiles of signatures to this letter
have the same effect as if the signatures were placed on the originals and shall
be deemed to be fully executed by each signatory.

If you are in agreement with the
above amendments to the lOA,please so indicate by signing in the space
provided on the next page and returning an executed, notarized copy to Dejour.

Very Truly Yours,

DElOUR ENERGY (USA)
CORP.

| |                               
| | ------------------------------
| | Harrison F. Blacker, President

|STATE OF COLORADO         | § | 
|------------------------- | - | 
|                          | § | 
|CITY AND COUNTY OF DENVER | § | 

This instrument was acknowledged before me this 10th day of
September. 2013 by Harrison F. Blacker, as President of Dejour Energy (USA)
Corp.

WITNESS my hand and official seal.

| |                                 
| | --------------------------------
| | Notary Public, State of Colorado

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