Eden Energy Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






THIS AMENDING AGREEMENT made and dated for reference the
_14_ day of October, 2010.

BETWEEN:

		EDEN ENERGY CORP., a corporation
      incorporated under the laws of Nevada, having an office at 1660- 1055 West
      Hastings Street, Vancouver, British Columbia V6E 2E9 	 
	 	  	 
	 	(the “Borrower”) 	 


AND:

		D. Sharpe Management Inc., a company
      with an address at 1281 Eldon Road, North Vancouver, British Columbia V7R
      1T5 	 
	 	  	 
	 	(the “Lender”) 	 


WHEREAS:

	A. 	
      The Borrower and the Lender entered into a loan agreement
      dated October 2, 2009 (the “Loan Agreement”), pursuant to which the Lender
      has advanced US$1,000,000 to the Borrower (the “Outstanding
    Amount”);

	 	 
	B. 	
      The Company and the Lender wish to amend the Loan
      Agreement to extend the term of the Loan to April 5, 2011; and

	 	 
	C. 	
      The parties wish to amend the Loan Agreement in respect
      of the foregoing.



NOW THEREFORE THIS AMENDING AGREEMENT WITNESSETH that in
consideration of these premises and for other good and valuable consideration,
the receipt and sufficiency of which is also hereby acknowledged by each of the
parties hereto, the parties hereto hereby agree as follows:

	1. 	
      All capitalized terms not otherwise defined herein shall
      have the meanings set out in the Loan Agreement.

	 	 
	2. 	
      The due date of the Outstanding Amount shall be extended
      from October 5, 2010 to April 5, 2011.

	 	 
	3. 	
      Section 1.6 of the Loan Agreement is deleted in its
      entirety and is replaced with the following:

	 	 
		
      Section 1.6



Payment of Principal and Interest. The Borrower will pay
to the Lender in full the principal amount of the Loan and all accrued and
unpaid Loan Facilitation Fee amounts and Interest on the earlier to occur
of:

	 	(a) 	
      April 5, 2011, subject to extension upon mutual agreement
      of the Lender and Borrower; or

	 	 	 
	 	(b) 	
      an Event of Default occurring
hereunder.








	4. 	
      In all other respects the terms and conditions of the
      Loan Agreement shall continue in full force and effect.

	 	 
	5. 	
      Each of the parties hereto agrees to do and/or execute
      all such further and other acts, deeds, things, devices, documents and
      assurances as may be required in order to carry out the true intent and
      meaning of this Amending Agreement.

	 	 
	6. 	
      This Amending Agreement shall enure to the benefit of and
      be binding upon the parties hereto and each of their successors and
      permitted assigns, as the case may be.

	 	 
	7. 	
      This Amending Agreement may be executed in any number of
      counterparts and any party hereto may execute any counterpart, each of
      which when executed and delivered will be deemed to be an original and all
      of which counterparts taken together will be deemed to be one and the same
      instrument. The execution of this Amending Agreement will not become
      effective until all counterparts hereof have been executed by all of the
      parties hereto.

	 	 
	8. 	
      Each of the parties hereto will be entitled to rely upon
      delivery by facsimile of executed copies of this Amending Agreement, and
      such facsimile copies will be effective to create a valid and binding
      Agreement among the parties hereto in accordance with the terms and
      conditions of this Amending Agreement.



IN WITNESS WHEREOF this Amending Agreement has been
executed and delivered as of the day and year first above written.

EDEN ENERGY CORP.

Per:
____________________
          
Authorized Signatory

_______________________

D. Sharpe Management Inc.