EXHIBIT 10.8.1




[Certain portions of this agreement have been omitted and filed separately with the Commission

 pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended]


 


 


AMENDMENT AGREEMENT NO. 2 TO JOINT VENTURE AGREEMENT


 


THE AMENDING AGREEMENT No. 2 (this “Agreement”) dated as of March 17, 2008, among the Buffalo River Dene Development Corporation (the “BRDDC”) and Access Energy Inc. (“Access Energy”).


 


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


 


WHEREAS, the JV Agreement was subsequently amended on May 9, 2007;


 


WHEREAS, 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:


 



	
            1.
 	
            Section I – 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; 
 




 



	
            2.
 	
            Section IV Profits. The parties agree that the following amendment shall become effective automatically and without any further action by any Party;
 




 



	
             
 	
            (a)
 	
            The heading “Profits” will be amended to read “Profits, Fees and Financial Obligations”
 




 



	
             
 	
            (b)
 	
            Section 8.6 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;
 




 


“Access will contribute $[Confidential treatment requested] per year for four years commencing in 2007 until 2011 to assist in capacity building and development and implementation of the IMBA. In 2011, the BRDN will assess the actual cost of ongoing implementation annually and this will be paid by Access;”


 



	
             
 	
            (c)
 	
            Section 8.7 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;
 




 


“Access will make available and administer a loan availability fund of up to $[Confidential treatment requested] to assist any BRDN existing forestry contractors exiting that industry to make a transition to approved contracts within the venture. The maximum assistance per contractor is $[Confidential treatment requested]  and will be repayable from contracts that the contractors might be approved for;”


 



	
             
 	
            (d)
 	
            Section 8.8 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;
 




 


 


JVA Amendment #2 (7)(2)


 

















[Certain portions of this agreement have been omitted and filed separately with the Commission

 pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended]



 


 


 



“Access will contribute $[Confidential treatment requested] per year in order to assist with infrastructure, including roads, public services and housing;”


 



	
             
 	
            (e)
 	
            Section 8.9 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;
 




 


“Access will contribute $[Confidential treatment requested] per year in order to assist with research on impacts on water, wildlife and other resources;”


 



	
             
 	
            (f)
 	
            Section 8.10 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;
 




 


“Access will contribute $[Confidential treatment requested] in order to assist with participation options pursuant to Article IV. These funds will be dealt with in accordance with the following structure:


 



	
             
 	
            (i)
 	
            In the event the project is not viable, the monies will be forgiven and the BRDN will not be responsible for repayment;
 




 



	
             
 	
            (ii)
 	
            In the event the project is viable, upon the successful completion of a Proven and Probable Reserve Report, BRDN will contribute 5% of its gross income to Access, as repayment;
 




 



	
             
 	
            (iii)
 	
            Interest will accrue on the $[Confidential treatment requested] which shall not exceed the Prime Lending Rate, as determined by the Royal Bank of Canada or as otherwise agreed to in writing by both parties; and
 




 



	
             
 	
            (iv)
 	
            For the purposes of this clause, the term “viability” will means wells producing commercial quantities as determined by BRDN in consultation with Access and through assessment reports or commercial bankable feasibility reports as required by BRDN to access its potential investment and costs will be paid for by Access”.
 




 



	
             
 	
            (g)
 	
            Section 8.11 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;
 




 



	
             
 	
            (i)
 	
            “The scope of BRDN’s participation rights, including participation rates and extent to which the participation right will be executed will be a 30 day casing point election or operations notice.
 




 



	
             
 	
            (ii)
 	
            For each well, BRDN will be provided with all data pertinent to the election available at the time of notice, including well logs, daily drilling reports (including core and sample descriptions), and any other drilling data and production test data which may be available to it.
 




 



	
             
 	
            (iii)
 	
            On receiving the required notice and data, BRDN and its subsidiary must, within 30 days from presentation of the data, notify the producer of the working interest it elects in the well project. If the election is not made 
 




 


JVA Amendment #2 (7)(2)


 













[Certain portions of this agreement have been omitted and filed separately with the Commission

 pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended]



 


 


 



within the allowed time or if BRDN elects not to participate, then BRDN will be deemed to have elected not to participate in the well project but the penalty provisions of the Operation Procedure attached to the Joint Venture Agreement will apply. The producer will advise alto when the penalty period is expiring.


 



	
             
 	
            (iv)
 	
            If BRDN elects to participate in the well project, it must approve the corresponding AFE and the part of the minerals lands associated with that spacing unit will constitute “joint land” for the purposes of the Operating Procedure”.
 




 



	
             
 	
            (h)
 	
            Section 8.12 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;
 




 



	
             
 	
            (i)
 	
            “Access recognizes that the BRDN currently has an outstanding claim with the Province of Saskatchewan and the Government of Canada, including a claim of Denesuline title to mineral rights within their territories. It is understood and agreed that Access will adhere to any legal requirement or decision rendered with respect to those claims and will pay the royalties as negotiated.”
 




 



	
             
 	
            (i)
 	
            Section 8.13 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;
 




 


“Access will contribute $[Confidential treatment requested] per year to hire a Traditional Lands environmental officer and environmental manager trainee.”


 



	
             
 	
            (j)
 	
            Section 8.14 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;
 




 


“To enable skills development on an individual or group basis that will ultimately encourage successful and satisfying employment within the BRDN community. Access will contribute the following:


 



	
             
 	
            (i)
 	
            Access will support, financially or through other means, education and training programs that provide career planning and skills development. Specifically, Access will contribute $[Confidential treatment requested] per year for each eligible student that is confirmed and enrolled in an accredited post-secondary institution program to obtain a degree or diploma;
 




 



	
             
 	
            (ii)
 	
            Access will provide presentations at career days or conferences, upon request, at agreeable times and dates and will contribute $[Confidential treatment requested] per year to identify opportunities that exist in the oil and gas industry;
 




 



	
             
 	
            (iii)
 	
            Access will assist the BRDN in seeking funding opportunities to support training objectives;
 




 


JVA Amendment #2 (7)(2)


 













[Certain portions of this agreement have been omitted and filed separately with the Commission

 pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended]



 


 


 




	
             
 	
            (iv)
 	
            Access will contribute $[Confidential treatment requested] per year towards, salary, travel and disbursements for an education and training coordinator who will assist adult learners and children in identifying education and training opportunities and focus;
 




 



	
             
 	
            (v)
 	
            Access will contribute [Confidential treatment requested]% of the annual salary per year required in order to hire a Traditional Lands coordinator’s position who will be responsible for the development, coordinator and execution of exposure to children of traditional land use, survival, traditional skills and values;
 




 



	
             
 	
            (k)
 	
            Section 8.15 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;
 




 



	
             
 	
            (i)
 	
            Access agrees to participate in the BRDN Traditional Land Use Studies by contributing $[Confidential treatment requested] for a one year of the study.
 




 


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


 


ACCESS ENERGY INC.


 


 



	
             
 	
            Per:
 	
            /s/ Paul A. Parisotto                                        
 
	
             
 	
            Paul A. Parisotto
 	
             




 


 


BUFFALO RIVER DENE DEVELOPMENT


CORPORATION


 


 



	
             
 	
            Per:
 	
            /s/ Louis R. Chanalquay                                  
 
	
             
 	
            Louis R. Chanalquay
 	
             




 


 


 


JVA Amendment #2 (7)(2)