Unassociated Document


    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.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

                (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 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), registering all of the Registrable Securities for
      resale within 120 days of the date of this Agreement (the “Filing Deadline”). If
      Form SB−2 is not available at that time, then the Company will file a
      registration statement on such form as is then available to effect a
      registration of all of the Registrable Securities. If a registration statement
      covering the Registrable Securities is not filed with the SEC on or prior to
      the
      Filing Deadline, the Company will make pro rata payments to each Holder, as
      liquidated damages and not as a penalty, in an amount 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 with respect
      to the Registrable Securities. The
      Company shall also use its commercially reasonable efforts cause such
      registration statement to become effective within 180 days after the date of
      this Agreement (the “Effective Deadline”). If the registration statement is not
      declared effective by the SEC on or prior to the Effective Deadline, the Company
      will make pro rata payments to each Holder, as liquidated damages and not as
      a
      penalty, in an amount 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 effective 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

                (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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

                (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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

            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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

                (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
      investigating or defending any such loss, claim, damage, liability, or action;
      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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

                (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;

     

                (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.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

                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)

     

                                
        

    Attention:                                          

    
                                  
          

    

    
                                  
          

    

    Fax
      number:                                      
      

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    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.

     

    [BALANCE
      OF PAGE INTENTIONALLY LEFT BLANK.]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

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

     

     

    
      	 	 	 
	 	ETERNAL
              ENERGY CORP.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Name:
	 	
              Title: 

            


    

     

     

    


    HOLDERS:

    


    


    
      	
              
[name]	 	
              
                

              

              [street]

            
	 	 	 
	 	 	
              
                

              

              [city,
                state, postal code,
                country]

            
	 	 	 
	 	 	
              
                

              

              [facsimile
                number]

            
	 	 	
               

               

            
	
              
[name]	 	
              

              [street]

            
	 	 	
               

                

              

              
                [city,
                  state, postal code,
                  country]

              

            
	 	 	 
	 	 	
              
                

              

              [facsimile
                number]

            


    

     

     

    
      
        
        

      

      
        10