AMENDMENT
      AGREEMENT No.1 TO JOINT VENTURE AGREEMENT

     

    THIS
      AMENDING AGREEMENT No. 1 (this "Agreement") dated as of May 9, 2007 is among
      BUFFALO RIVER DENE DEVELOPMENT CORPORATION ("BRDDC") and ACCESS-ENERGY INC.
      (“Access Energy”).

     

    WITNESSETH

     

    WHEREAS,
      BRDCC and Access Energy (collectively the "Parties") are parties to a Joint
      Venture Agreement dated November 30, 2006 (the "JV Agreement"); 

     

    WHEREAS,
      as a result of, among other things, the Parties wish to amend the JV Agreement
      in order to properly reflect their current agreement with respect to the matters
      addressed herein; and 

     

    NOW
      THEREFORE, in consideration of the premises and the mutual agreements contained
      herein, and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the parties hereto agree as follows:


     

    Section
      1.1, Definitions.
      Capitalized terms used herein (including in the recitals above) without
      definition and which are defined in the JV Agreement are used herein with the
      respective meanings given such terms in the JV Agreement; 

     

    Section
      3.2, Obliqations.
      The
      Parties agree that the following amendment shall become effective automatically
      and without any further action by any Party: 

     

    The
      text
      of Section 3.2 is deleted in its entirety and is replaced with the following
      text: 

     

    "It
      is
      acknowledged by BRDDC and Access that this Agreement is binding on both Parties.
      This Agreement is not to be interpreted as an Impact Benefit Agreement (IBA).
      Furthermore, it is acknowledged by Access that this Agreement is not a waiver
      or
      a release by BRDN of any third party asserting an interest in the subject matter
      of this Agreement to abridge or replace any legal requirement, duty, convention
      or practice of the Federal, Provincial or any municipal government to consult
      with BRDN as required under: 

     

    1. practice;
      

     

    2. convention;
      

     

    3. the
      common law; 

     

    4. duty
      to
      consult; 

     

    5. honourable
      dealing; 

     

    6. the
      constitutional laws of BRDN and the constitutional laws of Canada; 

     

    7. statutory
      law and regulations and requirements including land claims, specific claims
      or
      TLE settlement agreements; 

     

    8. regulatory
      requirements including the regulatory duty to consult; and 

     

    9. any
      other
      understanding, practice or law." 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      14, Exclusivity.
      The
      Parties agree that Section 14 entitled "Exclusivity" shall be added to the
      JV
      Agreement and shall become effective automatically and without any further
      action by any Party.

     

    The
      text
      of Section 14 will read as follows: 

     

    "Without
      limiting anything herein, including s.2.1, each of the Parties agrees that
      it
      will not, during the term of this Agreement, enter into any agreement or
      negotiations relating to the financing, development, construction, operation
      or
      management of any like project which may be competitive with the A10 Project."
      

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed on the date first above written. 

     

    ACCESS
      ENERGY INC. 

     

    By:
      /s/
      Paul
      Parisotto 

    
      

    

    Name:
      Paul Parisotto

    Title:
      President

     

    BUFFALO
      RIVER DENE DEVELOPMENT CORPORATION 

     

    By:
      /s/
      Louie
      R. Chanalquay 

    
      

    

    Name:
      Louie Chanalquay

    Title:
      President