REGISTRATION
        RIGHTS AGREEMENT

       

      THIS
        REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the _____ day of
        __________, 2006, by and among Eternal Energy Corp. (formerly known as Golden
        Hope Resources Corp.), a Nevada corporation (the “Company”), and the individuals
        and entities who have executed this Agreement and are identified on the
        signature page hereto (each, a “Holder,” and collectively, the
“Holders”).

       

      Recitals

       

      WHEREAS,
        in connection with the issuance of an aggregate of __________ shares of the
        Company’s Common Stock to the Holders (the “Shares”) pursuant to Subscription
        Agreements dated as of the date hereof by and between the Company and each
        of
        the Holders and the related issuance to the Holders of warrants to purchase
        shares up to an aggregate of __________ shares of the Company’s Common Stock
        (the “Warrants”), the Holders have requested, and the Company has agreed to
        grant, registration rights in respect of the Shares and the shares of the
        Company’s Common Stock underlying the Warrants (the “Warrant Shares”), as more
        specifically set forth herein below.

       

      NOW,
        THEREFORE, the parties agree as follows:

       

      Agreement

       

      1. Registration
        Rights.
        The
        Company covenants and agrees as follows:

       

      1.1 Definitions.
        For
        purposes of this Section 1:

       

      (a) The
        term
“1933 Act” means the Securities Act of 1933, as amended, and the rules and
        regulations promulgated thereunder.

       

      (b) The
        term
“Common Stock” means the common stock, par value $0.001, of the
        Company.

       

      (c) The
        term
“1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules
        and regulations promulgated thereunder.

       

      (d) The
        term
“Filing Deadline” has the meaning set forth in Section 1.3(a)
        herein.

      


      (e) The
        terms
“register,” “registered,” and “registration” refer to a registration effected by
        preparing and filing a registration statement or similar document in compliance
        with the 1933 Act, and the declaration or ordering of effectiveness of such
        registration statement or document.

       

      (f) The
        term
“Registrable Securities” means (i) the Shares and the Warrant Shares (each
        subject to appropriate adjustment for stock splits, stock dividends,
        combinations and other recapitalizations after the date hereof (collectively,
        a
“Recapitalization”)) and (ii) any Common Stock issued as a dividend or other
        distribution with respect to, or in exchange for, or in replacement of the
        shares referenced in (i) above, excluding in all cases, however, any Registrable
        Securities that have been sold by a person privately, pursuant to the provisions
        of Rule 144, or pursuant to a registration statement under the 1933 Act covering
        such Registrable Securities that has been declared effective by the
        SEC.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (g) The
        number of shares of “Registrable Securities then outstanding” shall be
        determined by the number of shares of Common Stock outstanding that are
        Registrable Securities.

       

      (h) The
        term
“SEC” means the Securities and Exchange Commission or any successor
        thereto.

       

      1.2 Information
        Under 1934 Act. With
        a
        view to making available to the Holders the benefits of Rule 144 promulgated
        under the 1933 Act and any other rule or regulation of the SEC that may at
        any
        time permit the Holders to sell the Registrable Securities without registration,
        the Company agrees, for so long as the Holders own any Registrable Securities
        not transferable pursuant to paragraph (k) of Rule 144, to:

       

      (a) Make
        and
        keep public information available, as those terms are understood and defined
        in
        SEC Rule 144;

       

      (b) File
        with
        the SEC in a timely manner all reports and other documents required of the
        Company under the 1934 Act or deliver to the Company’s market-makers all current
        information required of the Company under Section 15c2-11 of the 1934 Act
        and to
        make all financial statements of the Company available to its stockholders;
        and

       

      (c) Furnish
        to the Holders upon request (i) a written statement by the Company that it
        has
        complied with the reporting requirements of SEC Rule 144 and the 1934 Act,
        and
        (ii) such other information as may be reasonably requested in availing the
        Holders of any rule or regulation of the SEC which permits the selling of
        any
        such securities without registration or pursuant to such form.

       

      1.3 Mandatory
        Registration. The
        Company shall (a) file with the SEC a registration statement on Form SB-2
        (or,
        if Form SB-2 is not then available to the Company, on such form of registration
        statement as is then available to effect a registration for resale of the
        Registrable Securities) (the “Registration Statement”), registering all of the
        Registrable Securities for resale within 120 days of the date of this Agreement
        (the “Filing Deadline”); and (b) use
        commercially reasonable efforts to cause the Registration Statement to be
        declared effective by the SEC as soon as possible, but in any event not later
        than the earlier of (a)(i) 180 days following the date
        of
        this Agreement,
        and
        (ii) the fifth trading day following the date on which the Company is notified
        by the SEC that the Registration Statement will not be reviewed or is no
        longer
        subject to further review and comments (the “Effectiveness
        Deadline”).

       

      If
        a
        registration statement covering the Registrable Securities is not filed with
        the
        SEC on or prior to the Filing Deadline or declared effective by the SEC on
        or
        prior to the Effectiveness Deadline, the Company will make pro rata payments
        to
        each Holder, as liquidated damages and not as a penalty, in an amount in
        cash
        equal to 1.0% of the aggregate amount invested by such Holder for each 30-day
        period or pro rata for any portion thereof following the date by which such
        registration statement should have been filed for which no registration
        statement is filed or effective, as applicable, with respect to the Registrable
        Securities. Such payments shall be in partial compensation to the Holders,
        and
        shall not constitute the Holders’ exclusive remedy for such events. Such
        payments shall be made to each Holder in cash.

       

      1.4 Obligations
        of the Company. Whenever
        required under this Section 1 to effect the registration of any Registrable
        Securities, the Company, at its expense, shall, as expeditiously as reasonably
        possible:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (a) Prepare
        and file with the SEC a registration statement with respect to such Registrable
        Securities and use its reasonable best efforts to cause such registration
        statement to become effective and, subject to the proviso in this Section
        1.4(a), keep such registration statement effective for a period of up to
        ninety
        (90) days or until the distribution contemplated in the Registration Statement
        has been completed; provided,
        however,
        that
        applicable rules under the 1933 Act governing the obligation to file a
        post-effective amendment permit, in lieu of filing a post-effective amendment
        that (i) includes any prospectus required by Section 10(a)(3) of the 1933
        Act,
        or (ii) reflects facts or events representing a material or fundamental change
        in the information set forth in the registration statement, the incorporation
        by
        reference of information required to be included in (i) and (ii) above to
        be
        contained in periodic reports filed pursuant to Section 13 or 15(d) of the
        1934
        Act in the registration statement.

       

      (b) Prepare
        and file with the SEC such amendments and supplements to such registration
        statement and the prospectus provided by Company in connection with such
        registration statement as may be necessary to comply with the provisions
        of the
        1933 Act with respect to the disposition of all securities covered by such
        registration statement.

       

      (c) Furnish
        to the Holders such numbers of copies of a prospectus in conformity with
        the
        requirements of the 1933 Act, and such other documents as the Holders may
        reasonably request from time to time in order to facilitate the disposition
        of
        Registrable Securities owned by it.

       

      (d) Use
        its
        best efforts to register and qualify the securities covered by such registration
        statement under such other securities or Blue Sky laws of such jurisdictions
        as
        shall be reasonably requested by the Holders; provided that the Company shall
        not be required in connection therewith or as a condition thereto to qualify
        to
        do business or to file a general consent to service of process in any such
        states or jurisdictions, unless the Company is already required to qualify
        to do
        business or subject to service in such jurisdiction and except as may be
        required by the 1933 Act.

       

      (e) In
        the
        event of any underwritten public offering, enter into and perform its
        obligations under an underwriting agreement, in usual and customary form,
        with
        the managing underwriter of such offering. If a Holder makes such request
        referenced in Section 1.4 above to have his Registrable Securities included
        in
        such registration and underwriting, the Holder shall also enter into and
        perform
        his obligations under such an underwriting agreement.

       

      (f) Notify
        each Holder of Registrable Securities covered by such registration statement
        at
        any time when a prospectus relating thereto is required to be delivered under
        the 1933 Act of the happening of any event as a result of which the prospectus
        included in such registration statement, as then in effect, includes an untrue
        statement of a material fact or omits to state a material fact required to
        be
        stated therein or necessary to make the statements therein not misleading
        in the
        light of the circumstances then existing, and, at
        the
        request of a Holder, prepare and furnish to such Holder a reasonable number
        of
        supplements to, or amendment of, such prospectus as may be necessary so that,
        as
        thereafter delivered to the purchasers of such share, such prospectus shall
        not
        include an untrue statement of a material fact or omit to state a material
        fact
        required to be stated therein or necessary to make the statements therein
        not
        misleading or incomplete in light of the circumstances then existing.

       

      (g) Use
        its
        reasonable best efforts to cause all such Registrable Securities registered
        pursuant hereunder to be listed on each securities exchange on which similar
        securities issued by the Company are then listed.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (h) Provide
        a
        transfer agent and registrar for all Registrable Securities registered pursuant
        hereunder and a CUSIP number for all such Registrable Securities, in each
        case
        not later than the effective date of such registration.

       

      (i) Make
        available for inspection by any underwriter participating in any disposition
        pursuant to such registration, and any attorney or accountant retained by
        the
        underwriter, all financial and other records, pertinent corporate documents
        and
        properties of the Company, and cause the Company’s officers and directors to
        supply all information reasonably requested by the underwriter, attorney
        or
        accountant in connection with such registration statement; provided,
        however,
        that
        the underwriter, attorney or accountant shall agree to hold in confidence
        and
        trust all information so provided.

       

      (j) Make
        available to each Holder participating in such registration, upon the request
        of
        such Holder:

       

      (i) in
        the
        case of an underwritten public offering, a copy of any opinion of counsel
        for
        the Company provided to the underwriters participating in such offering,
        dated
        the date such shares are delivered to such underwriters for sale in connection
        with the registration statement;

       

      (ii) in
        the
        case of an underwritten public offering, a copy of any “comfort” letters
        provided to the underwriters participating in such offering and signed by
        the
        Company’s independent public accountants who have examined and reported on the
        Company’s financial statements included in the registration statement, to the
        extent permitted by the standards of the AICPA or other relevant authorities;
        and

       

      (iii)  a
        copy of
        all documents filed with and all correspondence from or to the SEC in connection
        with any such offering other than non-substantive cover letters and the
        like.

       

      (k) otherwise
        use its reasonable best efforts to comply with all applicable rules and
        regulations of the SEC, and timely make available to its security holders
        an
        earnings statement covering the period of at least 12 months, but not more
        than
        18 months, beginning with the first month after the effective date of the
        registration statement, which earnings statement shall satisfy the provisions
        of
        Section 11(a) of the 1933 Act.

       

      1.5 Furnish
        Information.
        It shall
        be a condition precedent to the obligations of the Company to take any action
        pursuant to this Section 1 with respect to Registrable Securities of any
        selling
        Holder that such Holder shall furnish to the Company such information regarding
        itself, its affiliates, the Registrable Securities held by it, and the intended
        method of disposition of such securities as shall be required to effect the
        registration of such Holder’s Registrable Securities.

       

      1.6 Expenses
        of Company Registration. The
        Company shall bear and pay all expenses incurred by it in connection with
        any
        registration, filing or qualification of Registrable Securities with respect
        to
        the registrations pursuant to Section 1.3 for the Holders and compliance
        with
        the terms hereof, including (without limitation) all registration, filing,
        and
        qualification fees, printers and accounting fees relating or apportionable
        thereto and the fees and disbursements of counsel for the Company, but excluding
        underwriting discounts and commissions relating to Registrable
        Securities.

       

      1.7 Reductions
        of Registrable Securities to be Included.
        In
        connection with any offering involving an underwriting of shares of the
        Company’s capital stock, the Company shall not be required under Section 1.3 to
        include a Holder’s securities in such underwriting unless such Holder accepts
        the terms of the underwriting as agreed upon between the Company and the
        underwriters selected by the Company and then only in such quantity as the
        underwriters determine in their sole discretion will not jeopardize the success
        of the offering by the Company. If the total amount of securities, including
        Registrable Securities, requested by stockholders to be included in such
        offering exceeds the amount of securities sold other than by the Company
        that
        the underwriters determine in their sole discretion is compatible with the
        success of the offering, then the Company shall be required to include in
        the
        offering only that number of such securities, including Registrable Securities,
        which the underwriters determine in their sole discretion will not jeopardize
        the success of the offering (the securities so included to be apportioned
        pro
        rata among the selling stockholders according to the total amount of securities
        entitled to be included therein owned by each selling stockholder or in such
        other proportions as shall mutually be agreed to by such selling stockholders).
        

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      1.8 Delay
        of Registration. The
        Holders shall not have any right to obtain or seek an injunction restraining
        or
        otherwise delaying any such registration as the result of any controversy
        that
        might arise with respect to the interpretation or implementation of this
        Section
        1.

       

      1.9 Indemnification.
        In
        the
        event any Registrable Securities are included in a registration statement
        under
        this Section 1:

       

      (a) To
        the
        extent permitted by law, the Company will indemnify and hold harmless the
        Holders, each officer and director of the Holders, any underwriter (as defined
        in the 1933 Act) of the Holders and each person, if any, who controls the
        Holders or underwriter within the meaning of the 1933 Act or the 1934 Act,
        against any losses, claims, damages, or liabilities (joint or several) to
        which
        they may become subject under the 1933 Act, the 1934 Act or other federal
        or
        state law, insofar as such losses, claims, damages, or liabilities (or actions
        in respect thereof) arise out of or are based upon any of the following
        statements, omissions or violations (collectively, a “Violation”): (i) any
        untrue statement or alleged untrue statement of a material fact contained
        in
        such registration statement, including any preliminary prospectus or final
        prospectus contained therein or any amendments or supplements thereto; (ii)
        the
        omission or alleged omission to state therein a material fact required to
        be
        stated therein, or necessary to make the statements therein not misleading;
        or
        (iii) any violation or alleged violation by the Company of the 1933 Act,
        the
        1934 Act, any state securities law or any rule or regulation promulgated
        under
        the 1933 Act, the 1934 Act or any state securities law; and the Company will
        pay
        to the Holders, underwriter or controlling person any legal or other expenses
        reasonably incurred by them in connection with investigating or defending
        any
        such loss, claim, damage, liability, or action; provided,
        however,
        that
        the indemnity agreement contained in this Section 1.9(a) shall not apply
        to (1)
        a Holder if he is either an officer or director of the Company at the time
        of
        the statement, omission or violation (a “Management Holder”) unless such
        Management Holder has sold shares included in the registration statement,
        (2)
        amounts paid in settlement of any such loss, claim, damage, liability, or
        action
        if such settlement is effected without the consent of the Company (which
        consent
        shall not be unreasonably withheld), or (3) any such loss, claim, damage,
        liability, or action to the extent that it arises out of or is based upon
        a
        Violation which occurs in reliance upon and in conformity with written
        information furnished expressly for use in connection with such registration
        by
        a Holder (including each officer and director of such Holder), underwriter
        or
        controlling person.

       

      (b) To
        the
        extent permitted by law, the selling Holders will indemnify and hold harmless
        the Company, each of its directors, each of its officers who has signed the
        registration statement, each person, if any, who controls the Company within
        the
        meaning of the 1933 Act, any underwriter and any controlling person of any
        such
        underwriter, against any losses, claims, damages, or liabilities (joint or
        several) to which any of the foregoing persons may become subject, under
        the
        1933 Act, the 1934 Act or other federal or state law, insofar as such losses,
        claims, damages, or liabilities (or actions in respect thereto) arise out
        of or
        are based upon any Violation, in each case to the extent (and only to the
        extent) that such Violation occurs in reliance upon and in conformity with
        written information furnished by the Holder, or by an officer or director
        of the
        Holders expressly for use in connection with such registration; and the Holders
        will pay any legal or other expenses reasonably incurred by any person intended
        to be indemnified pursuant to this Section 1.9(b) in connection with any
        actual
        loss, claim, damage, liability, or action based on a final judgment or
        settlement; provided,
        however,
        that
        the indemnity agreement contained in this Section 1.9(b) shall not apply
        to
        amounts paid in settlement of any such loss, claim, damage, liability or
        action
        if such settlement is effected without the consent of the Holder, which consent
        shall not be unreasonably withheld; provided,
        further,
        that in
        no event shall any indemnity under this Section 1.9(b) exceed the gross proceeds
        from the offering received by the Holders net of underwriters’ commissions and
        discounts.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (c) Promptly
        after obtaining actual knowledge of any third party claim or action as to
        which
        it may seek indemnification under this Section 1.9, an indemnified party
        will,
        if a claim in respect thereof is to be made against any indemnifying party
        under
        this Section 1.9, deliver to the indemnifying party a written notice thereof
        and
        the indemnifying party shall have the right to participate in, and, to the
        extent the indemnifying party so desires, jointly with any other indemnifying
        party similarly noticed, to assume the defense thereof with counsel mutually
        satisfactory to the parties; provided,
        however,
        that an
        indemnified party (together with all other indemnified parties which may
        be
        represented without conflict by one counsel) shall have the right to retain
        one
        separate counsel, with the fees and expenses to be paid by the indemnifying
        party, if representation of such indemnified party by the counsel retained
        by
        the indemnifying party would be inappropriate due to actual or potential
        differing interests between such indemnified party and any other party
        represented by such counsel in such proceeding. The failure to deliver written
        notice to the indemnifying party within a reasonable time of the commencement
        of
        any such action shall relieve such indemnifying party of any liability to
        the
        indemnified party under this Section 1.9, if, and to the extent that, such
        failure is prejudicial to such indemnifying party’s ability to defend such
        action, but the omission so to deliver written notice to the indemnifying
        party
        will not relieve it of any liability that it may have to any indemnified
        party
        otherwise than under this Section 1.9.

       

      (d) If
        the
        indemnification provided for in this Section 1.9 is held by a court of competent
        jurisdiction to be unavailable to an indemnified party with respect to any
        loss,
        liability, claim, damage, or expense referred to therein, then the indemnifying
        party, in lieu of indemnifying such indemnified party hereunder, shall
        contribute to the amount paid or payable by such indemnified party as a result
        of such loss, liability, claim, damage, or expense (including, without
        limitation, legal and other expenses incurred by such indemnified party in
        investigating or defending any such action or claim) in such proportion as
        is
        appropriate to reflect the relative fault of the indemnifying party on the
        one
        hand and of the indemnified party on the other in connection with the statements
        or omissions that resulted in such loss, liability, claim, damage, or expense
        as
        well as any other relevant equitable considerations. The relative fault of
        the
        indemnifying party and of the indemnified party shall be determined by reference
        to, among other things, whether the untrue or alleged untrue statement of
        a
        material fact or the omission to state a material fact relates to information
        supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information, and opportunity to correct
        or
        prevent such statement or omission. Notwithstanding the provisions of this
        Section 1.9, the Holders shall not be required to contribute any amount or
        make
        any other payments under this Agreement which in the aggregate exceed the
        net
        proceeds received by the Holders from the offering covered by the applicable
        registration statement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (e) Notwithstanding
        the foregoing, to the extent that the provisions on indemnification and
        contribution contained in the underwriting agreement entered into in connection
        with the underwritten public offering are in conflict with the foregoing
        provisions, the provisions in the underwriting agreement shall
        control.

       

      (f) The
        obligations of the Company and Holders under this Section 1.9 shall survive
        the
        completion of any offering of Registrable Securities in a registration statement
        under this Section 1, and otherwise.

       

      1.11 Transfer
        of Registration Rights. The
        rights to cause the Company to register Registrable Securities pursuant to
        this
        Section 1 may be transferred only to any person or entity that is a relative
        or
        an affiliate of the transferring Holder in connection with a permitted transfer
        of the Registrable Securities exempt from registration under the 1933
        Act.

       

      1.12 “Market
        Stand-Off”
        Agreement. Each
        Holder hereby agrees that, during the period of duration specified by the
        Company and an underwriter of common stock or other securities of the Company,
        following the effective date of a registration statement of the Company filed
        under the 1933 Act, it shall not, to the extent requested by the Company
        and
        such underwriter, directly or indirectly sell, offer to sell, contract to
        sell
        (including, without limitation, any short sale), grant any option to purchase
        or
        otherwise transfer or dispose of (other than to donees who agree to be similarly
        bound) any securities of the Company held by him or her any time during such
        period except common stock included in such registration; provided,
        however,
        that:

       

      (a) Such
        agreement shall be applicable only to the first two such registration statements
        of the Company which covers common stock (or other securities) to be sold
        on its
        behalf to the public in an underwritten offering in excess of
        $10,000,000;

       

      (b) Such
        market stand-off time period shall not exceed 180 days;
        and

       

      (c) All
        officers and directors of the Company and holders of record of not less than
        three percent of the Company’s common stock enter into similar
        agreements.

       

      In
        order
        to enforce the foregoing covenant, the Company may impose stop-transfer
        instructions with respect to the Registrable Securities of each Holder (and
        the
        shares or securities of every other person subject to the foregoing restriction)
        until the end of such period.

       

      Notwithstanding
        the foregoing, the obligations described in this Section 1.12 shall not apply
        to
        a registration relating solely to employee benefit plans on Form S-1 or Form
        S-8
        or similar forms which may be promulgated in the future, or a registration
        relating solely to a Commission Rule 145 transaction on Form S-4 or similar
        forms which may be promulgated in the future. 

       

      2. Miscellaneous.

       

      2.1 Successors
        and Assigns. Except
        as
        otherwise provided herein, the terms and conditions of this Agreement shall
        inure to the benefit of and be binding upon the respective successors and
        assigns of the parties (including transferees of any shares of Registrable
        Securities). Nothing in this Agreement, express or implied, is intended to
        confer upon any party other than the parties hereto or their respective
        successors and assigns any rights, remedies, obligations, or liabilities
        under
        or by reason of this Agreement, except as expressly provided in this
        Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      2.2 Governing
        Law. This
        Agreement shall be governed by and construed under the laws of the State
        of
        Nevada as applied to agreements among Nevada residents entered into and to
        be
        performed entirely within Nevada.

       

      2.3 Counterparts.
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.

       

      2.4 Titles
        and Subtitles.
        The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not to be considered in construing or interpreting this
        Agreement.

       

      2.5 Notices. Any
        notice required or permitted under this Agreement shall be given in writing
        and
        shall be deemed effectively given upon personal delivery to the party to
        be
        notified or by telex or confirmed facsimile, or one delivery day after deposit
        with a recognized overnight express delivery service or courier (for FedEx
        Express Overnight or equivalent delivery to and from an address within the
        United States of America) or three delivery days after deposit with a recognized
        overnight express delivery service or courier (for FedEx Express International
        Priority or equivalent delivery to and from an address outside the United
        States
        of America), and addressed to the party to be notified at the address indicated
        for such party below, or at such other address as such party may designate
        by
        ten days’ advance written notice to the other party:

       

       

      (a) If
        to the
        Company:

      

        
          	 	
                  Eternal
                    Energy Corp.

                	 
	 	
                  Attention:
                    Chief Executive Officer

                	 
	 	
                  2120
                    West Littleton Blvd., Suite 300

                	 
	 	
                  Littleton,
                    Colorado 80120

                	 
	 	
                  Fax
                    number:
                    ________________

                   

                	 
	 	
                  with
                    a copy to:

                   

                	 
	 	
                  (which
                    shall not constitute notice) 

                   

                	 
	 	
                  Bryan
                    Cave LLP

                	 
	 	
                  Attention:
                    Randolf W. Katz

                	 
	 	
                  2020
                    Main Street, Suite 600

                	 
	 	
                  Irvine,
                    California 92614-8226

                	 
	 	
                  Fax
                    number: (949) 223-7100

                	 


        

      

      
         

      

      (b) If
        to a
        Holder: 

      

        
          	 	
                  See
                    signature page to this Agreement

                   

                	 
	 	
                  with
                    a copy to:

                   

                	 
	 	
                  (which
                    shall not constitute notice)

                   

                	 
	 	
                  Dorsey
                    & Whitney LLP

                	 
	 	
                  4700
                    Republic Plaza

                	 
	 	
                  370
                    Seventeenth St.

                	 
	 	
                  Denver,
                    CO 80202

                	 
	 	
                  Attention:
                    Kenneth G. Sam

                	 
	 	
                  Fax
                    number:
                    303-629-3450

                   

                	 


        

      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

      

      or
        to
        such other person or address as any party shall specify by notice in writing
        to
        each of the other parties. All such notices, requests, demands, waivers,
        and
        communications shall be deemed to have been received on the date of delivery
        if
        the date of transmission is electronically endorsed automatically on the
        media
        or evidenced by courier service documentation. If notice is mailed or
        transmitted in a manner in which date of delivery cannot be ascertained from
        the
        media used or courier service records, notice shall be deemed given on the
        fifth
        business day after the mailing or other transmission or delivery thereof.
        A
        notice of a change of address shall be effective only upon receipt.

       

      2.6 Expenses.
        If any
        action at law or in equity is necessary to enforce or interpret the terms
        of
        this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees, costs, and necessary disbursements in addition to any other relief
        to
        which such party may be entitled.

       

      2.7 Amendments
        and Waivers.
        Any term
        of this Agreement may be amended and the observance of any term of this
        Agreement may be waived (either generally or in a particular instance and
        either
        retroactively or prospectively), only with the written consent of the Company
        and the holders representing a majority of the Registrable Securities then
        outstanding. Any amendment or waiver effected in accordance with this Section
        2.7 shall be binding upon each holder of any Registrable Securities then
        outstanding, each future holder of all such Registrable Securities, and the
        Company; provided that, without the consent of the Company and holders
        representing a majority of the Registrable Securities then outstanding, no
        amendment to this Agreement may be made that (i) modifies this Section 2.7,
        or
        (ii) would affect the holders of the Registrable Securities in a
        disproportionate manner (other than any disproportionate results that are
        due to
        a difference in the relative stock ownership in the Company).

       

      2.8 Severability.
        If one
        or more provisions of this Agreement are held to be unenforceable under
        applicable law, such provision shall be excluded from this Agreement and
        the
        balance of the Agreement shall be interpreted as if such provision were so
        excluded and shall be enforceable in accordance with its terms.

       

      2.9 Aggregation
        of Stock.
        All
        shares of Registrable Securities held or acquired by affiliated entities
        or
        persons shall be aggregated together for the purpose of determining the
        availability of any rights under this Agreement.

       

      2.10 Entire
        Agreement.
        This
        Agreement constitutes the full and entire understanding and agreement between
        the parties regarding the matters set forth herein. Except as otherwise
        expressly provided herein, the provisions hereof shall inure to the benefit
        of,
        and be binding upon the successors, assigns, heirs, executors, and
        administrators of the parties hereto.

       

      2.11 Further
        Assurances.
        At any
        time, and from time to time, each party will execute such additional instruments
        and take such action as may be reasonably requested by any other party to
        carry
        out the intent and purposes of this Agreement. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      2.12 Arbitration.
        Any
        dispute, controversy, or claim arising out of or relating to this Agreement
        or
        the Registrable Securities will be resolved by binding arbitration before
        a
        retired judge at JAMS in Los Angeles, California. Any interim or final
        arbitration award by be enforced by any court of competent
        jurisdiction.

       

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      IN
        WITNESS WHEREOF, the
        parties have executed this Registration Rights Agreement as of the date first
        above written.

       

      
        	ETERNAL ENERGY
                CORP.	 	 
	 	 	 	 
	By: 	 	 	 
	Name:	
                

              	 	 
	Title:	
                
 	 	 
	 	
                
 	 	 


      

       

       

       

      
        	
                HOLDERS:

              	 	 
	 	 	 
	                        
                	 	                               
                
	[name]	 	
                [street]

              
	 	 	 
	 	 	                
                
	 	 	
                [city,
                  state, postal code,
                  country]

              
	 	 	 
	 	 	                          
                
	 	 	
                [facsimile
                  number]

              
	 	 	 
	                            
                	 	                              
                
	[name]	 	
                [street]

              
	 	 	 
	 	 	                                   
                
	 	 	
                [city,
                  state, postal code,
                  country]

              
	 	 	
              
	 	 	                                           
                
	 	 	
                [facsimile
                  number]