2011 AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


(Bradley M. Colby)


 


This 2011 Amended and
Restated Employment Agreement (the “Agreement”) is made and entered into by and between Eternal Energy Corp. (the “Company”)
and Bradley M. Colby (“Executive”) and is effective as of the 1st day of July, 2011 (the “Effective
Date”). The Company and Executive may be referred to herein collectively as “Parties” and individually as “Party.”
In consideration of the mutual promises, covenants and conditions hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which the parties acknowledge, the Parties agree as follows:


 


1.           Amendment
and Restatement of Employment Agreement. This 2011 Amended and Restated Employment Agreement amends, restates, supersedes
and replaces that certain First Amended and Restated Employment Agreement between the Company and Executive which was entered into
as of the 1st day of November, 2009.


 


2.           Employment
and Duties. The Company shall employ Executive in the position of President and Chief Executive Officer (“CEO”).
Executive shall report directly to the Board of Directors (the “Board”) of the Company (or such other persons designated
by the Board) and shall perform all duties and obligations of President and CEO. Executive shall at all times be required by the
Company to provide only those services customarily expected of Presidents and CEOs of companies of a like size to the Company.
The Company shall not require Executive to infringe good business and professional ethics or violate any statute, law, rule, order,
decree or ordinance. Executive hereby accepts this engagement, subject to all of the terms and conditions set forth in this Agreement.


 


3.           Extent
of Services. Executive shall devote his entire time, attention and energy to the Company’s business, and shall not,
directly or indirectly, during the term of this Agreement, be engaged in any other business activity, whether or not in competition
with the Company, and whether or not such activity is pursued for gain, profit, or other pecuniary advantage, without the prior
written approval of the Company. However, nothing herein shall be construed to limit Executive’s right to own, directly or
indirectly, solely as an investment, securities of any entity which are traded on any securities exchange if Executive (i) is not
a controlling person of, or a member of a group which controls, such entity or (ii) does not, directly or indirectly own five percent
or more of any class of securities of such entity.


 


4.           Term
of Agreement. The term of this Agreement shall commence on the Effective Date and shall continue through and including
June 30, 2014 (the “Expiration Date”), subject to the provisions of the Section in this Agreement entitled “Termination
or Expiration of Agreement” (the “Term”). Notwithstanding the foregoing, the provisions of the Sections in
this Agreement entitled “Non-competition; Secrecy,” “Representations and Warranties” and
“Miscellaneous” shall survive, and continue in full force and effect, after any termination or expiration of
this Agreement, irrespective of the reason for the termination or any claim that the termination was wrongful or illegal.


 


5.           Compensation
and Other Benefits. The Company shall provide the following compensation and other benefits to Executive during the Term
in consideration of Executive’s performance of all of his obligations under this Agreement:


 


5.1          Base
Salary. Subject to the provisions of the Section in this Agreement entitled “Termination or Expiration of Agreement,”
during the Term the Company shall pay Executive an annual base salary of Two Hundred Four Thousand and No/100s US Dollars ($204,000.00
USD), payable in arrears on the last day of each calendar month, in gross monthly installments of Seventeen Thousand and No/100s
US Dollars ($17,000.00 USD). The base salary to be paid to Executive hereunder, as changed by the Parties from time to time, may
be referred to herein as “Base Salary.”


 



    	



    	 



    

 


5.2          Fringe
Benefits. As additional compensation under this Agreement, Executive shall be entitled to receive the following benefits
(the “Fringe Benefits”):


 


5.2.1           Employee
Benefit Plans. During the Term, the Company will pay the premiums incurred to provide group medical insurance coverage
for Executive and his dependents. During the Term, the Company will also allow Executive to participate in such other group health,
pension, welfare, and insurance plans (together with the group medical insurance plan, the “Employee Benefit Plans”)
maintained by the Company from time to time for the general benefit of its executive employees, as such Employee Benefit Plans
may be modified from time to time in the Company’s sole and absolute discretion.


 


5.2.2           Other
Benefits. The Company shall provide Executive with all other benefits and perquisites as are made generally available to
the Company’s executive employees under the Company’s Employee Handbook, as such Employee Handbook may be modified
from time to time in the Company’s sole and absolute discretion.


 


5.2.3           Vacation;
Sick Leave and Holidays. Executive shall be entitled to four weeks of paid vacation and such sick leave and paid holidays
as are generally made available to the Company’s executive employees under the Company’s Employee Handbook, as such
Employee Handbook may be modified from time to time in the Company’s sole and absolute discretion.


 


5.2.4           Reimbursement
of Business Expenses. The Company shall reimburse Executive for all reasonable travel, entertainment and other expenses
incurred by Executive in connection with the performance of his duties under this Agreement, upon submission by Executive to Company
of reasonable documentation pertaining to such expenses.


 


5.3         Deferred
Compensation. Any deferred compensation (within the meaning of Section 409A of the Internal Revenue Code) payable under
this Agreement on account of Executive’s separation from service shall not commence prior to six months following such separation
if Executive is a key employee (within the meaning of Section 409A). Provided, that in determining whether Executive is a key employee,
any compensation realized on account of the exercise of a stock option or a disqualifying disposition of stock acquired through
exercise of an incentive stock option shall be disregarded.


 


5.4         Withholding.
All customary withholding taxes and other employment taxes which the Company is required by law to withhold and pay with respect
to compensation paid by an employer to an employee shall be subtracted and withheld from all compensation paid by the Company to
Executive for services rendered by Executive for the Company.


 


6.           Termination
or Expiration of Agreement.


 


6.1          Termination
at Company’s Election. The Company may terminate Executive’s employment at any time during the Term, for any
reason or no reason, with or without Cause (defined below), and with or without notice, subject to provisions of the Subsections
of this Section entitled “Termination for Cause,” “Termination Without Cause” and “Severance
Following a Change in Control.”


 


6.1.1       Termination
for Cause. If Executive’s employment is terminated for Cause (defined below), Executive shall be entitled to receive
only the following: (i) payment of Executive’s Base Salary through and including the date of termination; (ii) payment for
all accrued and unused vacation time as of the date of termination, which will be paid at a rate calculated in accordance with
Executive’s Base Salary at the time of termination; and (iii) reimbursement of business expenses incurred prior to termination.
Except as expressly set forth in this Subsection, Executive shall not be entitled to receive any Base Salary, Fringe Benefits or
severance benefits in the event Executive’s employment is terminated for Cause, except that Executive may continue to participate
in the Employee Benefit Plans to the extent permitted by and in accordance with the terms of those plans or as otherwise required
by law.


 





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6.1.2       Termination
Without Cause or Good Reason. If Executive’s employment by the Company is terminated by the Company without Cause
(defined below) or if Executive’s employment is terminated for Good Reason (defined below), Executive shall receive: (i)
payment of Executive’s Base Salary through and including the date of termination; (ii) payment for all accrued and unused
vacation time as of the date of termination, which will be paid at a rate calculated in accordance with Executive’s Base
Salary at the time of termination; and (iii) reimbursement of business expenses incurred prior to termination. In addition, if
the severance of Executive’s employment falls within the terms of this Subsection and if the terms of the Subsection of this
Section entitled “Termination Following a Change in Control” do not apply to the severance of Executive’s
employment with the Company, then, subject to the condition precedent that Executive sign a general release of all claims in a
form approved by the Company in the exercise of its sole discretion, Executive shall also receive, and the Company shall pay Executive,
a severance payment in an amount equal to Executive’s annual Base Salary as the same may have been changed through the date
of the severance of Executive’s employment, less applicable withholdings.


 


6.1.3       Termination
Following a Change in Control.


 


A.           If,
immediately prior to or within twelve months following a Change in Control (defined below): (i) Executive’s employment is
terminated by the Company without Cause; or (ii) Executive’s employment is terminated for Good Reason (defined below), Executive
shall receive from the Company:  (x) payment of Executive’s Base Salary through and including
the date of termination; (y) payment for all accrued and unused vacation time existing as of the date of termination, which will
be paid at a rate calculated in accordance with Executive’s Base Salary at the time of termination; and (z) reimbursement
of business expenses incurred prior to the date of termination. In addition, if the severance of Executive’s employment falls
within the terms of this Subsection, then, subject to the condition precedent that Executive sign a general release of all claims
in a form approved by the Company in the exercise of its sole discretion, Executive shall also receive, and the Company shall pay
Executive, a severance payment in an amount equal to the product of two times Executive’s annual Base Salary as the same
may have been changed through the date of the termination of Executive’s employment, less applicable withholdings.


 


B.           If
Executive severs employment with the Company within sixty (60) days of a Change in Control (defined below) for any reason other
than Good Reason (defined below), Executive shall receive: (x) payment of Executive’s Base Salary through and including the
date of termination; (y) payment for all accrued and unused vacation time existing as of the date of termination, which will be
paid at a rate calculated in accordance with Executive’s Base Salary at the time of termination; and (z) reimbursement of
business expenses incurred prior to the date of termination. In addition, if Executive severs employment with the Company within
sixty (60) days of a Change in Control for any reason other than Good Reason, then, subject to the condition precedent that Executive
sign a general release of all claims in a form approved by the Company in the exercise of its sole discretion, Executive shall
also receive, and the Company shall pay Executive, a severance payment in an amount equal to Executive’s annual Base Salary
as the same may have been changed through the date of the termination of Executive’s employment, less applicable withholdings.


 





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C.           For
purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following events:
(i) the consummation of any transaction after the Effective Date in which any person or entity or group of related persons and/or
entities becomes the beneficial owner, directly or indirectly, of securities representing more than twenty percent (20%) of the
combined voting power of the Company’s outstanding voting securities, (ii) three or more directors, whose election or nomination
for election is not approved by a majority of the members of the Company’s Board of Directors on the Effective Date, are
elected within any twelve month period to serve on its Board of Directors, or (iii) any merger (other than a merger in which the
Company is the survivor and there is no change of control pursuant to (i) or (ii) of this sentence), reorganization, consolidation,
liquidation, winding up or dissolution of the Company or the sale of all or substantially all of its assets.


 


6.1.4       “Cause.”
As used in this Agreement, “Cause” means:


 


A.           Criminal
Conduct. Executive’s conviction of a crime punishable as a felony or of any offense involving moral turpitude, dishonesty
or immoral conduct;


 


B.           Incarceration.
Executive’s incarceration for any reason. For purposes of this provision, incarceration means any confinement of Executive
by any federal, state or local governmental agency which causes Executive to be unable to provide services for and on behalf of
the Company at its principal place of business for the period of Executive’s confinement;


 


C.           Neglect
or Other Misconduct. Executive’s conduct, neglect or failure to act which (i) materially and adversely affects the business
or reputation of the Company; or (ii) renders his continued service in the employment of the Company materially detrimental to
the ordinary, continued, or successful operation of its business, or (iii) is or is likely to be materially detrimental to, or
which materially interferes with, his ability to effectively perform his duties for the Company; or (iv) constitutes the misappropriation,
misuse, or misdirection of the Company’s funds or property; or (v) materially interferes with or materially impairs the ordinary
operation of the Company’s business; or (vi) involves moral turpitude and which is reasonably likely to cause material damage
to the Company’s business, its reputation or its goodwill;


 


D.           Absence.
Executive’s absence from the active performance of his duties in the operation of the Company’s business on more than
an occasional basis, other than as a result of (i) approved vacations, medical leave or personal leave, or (ii) a Permanent Disability,
defined below;


E.           Violation
of the Company’s Rules. Executive’s violation of the Company’s material written rules, policies or procedures
(which do not conflict with the terms of this Agreement), after notice and not less than five (5) business days opportunity to
cure such failure or refusal;


F.           Failure
to Perform Duties. Executive’s failure or refusal to perform the duties reasonably required of him pursuant to the terms
of this Agreement, after notice and not less than five (5) business days opportunity to cure such failure or refusal; or


 


G.           Violations
of the Board of Director Directives. Executive’s intentional violation of the lawful directives of the Company’s
Board of Directors.


 


6.1.5       “Good
Reason.” As used in this Agreement, “Good Reason” means the occurrence of any of the following without
Executive’s prior written consent and in the absence of any circumstance that constitutes Cause: (i) the regular assignment
to Executive of duties materially inconsistent with the position and status of Executive; (ii) a material reduction in the nature,
status or prestige of Executive’s responsibilities or a materially detrimental change in Executive’s title or reporting
level, excluding for this purpose an isolated, insubstantial or inadvertent action by the Company which is remedied by the Company
promptly after the Company’s receipt of written notice from Executive; (iii) a reduction by the Company of Executive’s
annual Base Salary; or (iv) if Executive shall be required to perform his duties for the Company at a physical location which is
more than twenty miles from 2549 West Main Street, Littleton, CO 80120 or if the Company’s principal office is moved to a
location which is more than twenty miles from 2549 West Main Street, Littleton, CO 80120.


 





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6.2         Termination
upon Death or Permanent Disability.


 


6.2.1        Termination
Resulting from Death or Permanent Disability. This Agreement will terminate automatically on Executive’s death or
if Executive becomes Permanently Disabled (as defined below) and the Base Salary, Fringe Benefits and other payments and benefits
which Executive, or Executive’s beneficiaries or estate, shall be entitled to receive shall be determined exclusively by
operation of this Subsection. In the event of the termination of Executive’s employment as a result of his death or Permanent
Disability, Executive, or Executive’s beneficiaries or estate, shall receive from the Company: 
(x) payment of Executive’s Base Salary through and including the date of termination; (y) payment for all accrued
and unused vacation time existing as of the date of termination, which will be paid at a rate calculated in accordance with Executive’s
Base Salary at the time of termination; and (z) reimbursement of business expenses incurred prior to the date of termination. In
addition, subject to the condition precedent that Executive or his estate or his legal representative, as the case may be, sign
a general release of all claims in a form approved by the Company in the exercise of its sole discretion, Executive shall also
receive, and the Company shall pay Executive, a severance payment in an amount equal to the product of one-half times Executive’s
annual Base Salary as the same may have been changed through the date of the termination of Executive’s employment, less
applicable withholdings.


 


6.2.2        Permanent
Disability. As used in this Agreement, “Permanent Disability” and “Permanently Disabled” shall
mean the incapacity of Executive due to illness, accident, or any other reason to perform his duties for a period of ninety (90)
days, whether or not consecutive, during any twelve month period of the Term, all as determined by the Company in its reasonable
discretion. All determinations as to the date and extent of incapacity of Executive shall be made by the Company’s Board
of Directors, upon the basis of such evidence, including independent medical reports and data, as the Board of Directors in its
discretion deems necessary and desirable. All such determinations of the Board of Directors shall be final and binding upon the
Parties.


 


6.3           Termination
at Executive’s Election. Executive may resign from employment with the Company prior to the expiration of the Term
for any reason by providing written notice to the Company at least thirty (30) days prior to the date selected for resignation.
If Executive resigns from employment before expiration of the Term under any circumstances other than: (i) for Good Reason (defined
above), or (ii) within sixty (60) days of a Change in Control (defined above) for any reason other than Good Reason (defined above),
then Executive shall be entitled to receive only the following: (i) payment of Executive’s Base Salary through and including
the date of resignation; (ii) payment for all accrued and unused vacation time existing as of the date of resignation, which will
be paid at a rate calculated in accordance with Executive’s Base Salary at the time of resignation; and (iii) reimbursement
of business expenses incurred prior to the date of resignation. Except as expressly set forth in this Subsection, Executive shall
not be entitled to receive any Base Salary, Fringe Benefits or severance benefits in the event Executive resigns from employment
before expiration of the Term, except that Executive may continue to participate in the Employee Benefit Plans to the extent permitted
by and in accordance with the terms thereof or as otherwise required by law and except as otherwise provided by this Agreement.


 


6.4           Termination
on Expiration of Term. If this Agreement is terminated on the expiration of the Term in accordance with the Section in
this Agreement entitled “Term of Agreement,” Executive shall receive: (i) payment of Executive’s Base
Salary through and including the date of termination; (ii) payment for all accrued and unused vacation time existing as of the
date of termination, which will be paid at a rate calculated in accordance with Executive’s Base Salary at the time of expiration
of the Term; and (iii) reimbursement of business expenses incurred prior to the date of the expiration of the Term. Except as expressly
set forth in this Subsection, Executive shall not be entitled to receive any Base Salary, Fringe Benefits or severance benefits
in the event that this Agreement is terminated on the expiration of the Term in accordance with the Section in this Agreement entitled
“Term of Agreement,” except that Executive may continue to participate in the Employee Benefit Plans to the
extent permitted by and in accordance with the terms thereof or as otherwise required by law and except as otherwise provided by
this Agreement.


 





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7.            Non-competition;
Secrecy.


 


7.1          Assistance
to Competitors. Unless otherwise provided in this Subsection or in the Section in this Agreement entitled “Extent
of Services,” Executive shall not during the Term and for a period of two years following the severance of Executive’s
employment with the Company own a material interest in, render financial assistance to, or offer personal services to (whether
for payment or otherwise), (i) any person or entity that competes with the Company in the Company Business (as defined below),
or (ii) any person or entity or any subsidiary or affiliate of any person or entity which is pursuing any business or investment
opportunity which the Company reviewed within the previous six month period. “Company Business” shall mean the
conduct of the oil and gas exploration and development business in those basins or areas of mutual interest (i) within which the
Company directly or indirectly owns, leases or otherwise holds mineral interests, (ii) as to which the Company is actively evaluating
the desirability of directly or indirectly acquiring mineral interests, or (iii) as to which the Company is endeavoring to directly
or indirectly acquire mineral interests. Notwithstanding anything to the contrary set forth in this Agreement, Executive shall
have the right to own a material interest in or render financial assistance to any person or entity in connection with a project
or opportunity in which the Company has failed or declined to exercise its right of first refusal described below. Executive agrees
that during the Term he will offer the Company a right of first refusal, in writing, to pursue all opportunities of which Executive
learns involving the exploration, development and production of hydrocarbons. Contemporaneously with Executive’s delivery
of such written notification to the Company, Executive shall provide the Company with all material information in Executive’s
possession or control which is reasonably necessary to enable the Company to evaluate the economic viability and risks of pursuing
each such opportunity. Company shall exercise its right of first refusal to pursue such an opportunity by giving Executive written
notice of its exercise within forty five business days of its receipt of Executive’s written notification and all of the
information described above.


 


7.2          Confidential
Information. Executive acknowledges and agrees that the Company is engaged in business activities in which it is and will
in the future be crucial to develop and retain proprietary, trade secret, or confidential information for the benefit of the Company
(collectively, “Confidential Information”). Accordingly, Executive shall not at any time during the Term or for a period
of three years following the termination or expiration of this Agreement, either directly or indirectly, (i) divulge, convey or
communicate any Confidential Information to any person or entity, except as may be expressly authorized in writing by the Company
or as may be necessary for Executive to perform his duties hereunder, or (ii) use any Confidential Information for Executive’s
own benefit or the benefit of any person or entity other than the Company. Confidential Information includes, but is not limited
to geological, geophysical, and engineering data, models, analyses, compilations, estimates of reserves, interpretations, data,
studies, reports, business plans, business methods, contractual and financial information, matters of a technical or intellectual
nature such as inventions, designs, improvements, processes of discovery, techniques, methods, ideas, discoveries, developments,
know-how, techniques, formulae, compounds, compositions, specifications, trade secrets, specialized knowledge, or matters of a
business nature such as information about costs and profits, records, customer lists, customer data or sales data and other data
in whatever form stored or maintained, whether oral, written, documentary, digital, computer storage or otherwise.


 





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7.3          Ownership
of Ideas. The Company shall own, and Executive hereby transfers and assigns to the Company, all rights, of every kind and
character throughout the world, in perpetuity, in and to any and all materials, ideas, concepts and results inuring from or in
connection with Executive’s performance of services for the Company, or conceived of or produced by Executive during the
Term and which relate to the Company Business. The Parties acknowledge and agree, however, that such transfer and assignment shall
not apply to, or attach in and to, any materials, ideas or concepts which fall outside the ambit of this Agreement. Executive shall
execute and deliver to the Company such assignments, certificates of authorship, or other instruments as the Company may require
from time to time to evidence the Company’s ownership of material, ideas and other results inuring from or in connection
with Executive’s performance of services for the Company, or conceived of or produced by Executive during the Term and which
relate to the Company Business.


 


7.4          Company
Property. All records, papers, documents, materials, and electronically stored data kept, made, or received by Executive
in the performance of his duties while employed by the Company, or generated for, in the course of, or in connection with the business
of the Company, whether or not containing Confidential Information, shall be and remain the exclusive property of the Company (collectively
referred to as “Company Property”) at all times during and after Executive’s employment with the Company, without
regard to how Executive came into possession of any Company Property or whether Executive played any role in creating any Company
Property. Executive shall not destroy any Company Property or remove any Company Property from the Company’s premises, whether
during or after employment by the Company, except as expressly directed for the purpose of performing services on behalf of the
Company. Upon the termination of Executive’s employment with the Company at any time and for any reason, or upon the Company’s
request at any time and for any reason, Executive shall promptly return all Company Property to the Company, without keeping a
copy of any such Company Property for himself or any other entity or individual. Executive will, upon
request by Company, certify his compliance with the terms of this Subsection.


 


7.5          Interference
with Employees and Clients.


 


7.5.1           Non-Solicitation
of Employees. For so long as Executive is employed by the Company, and for a three-year period
thereafter, Executive shall not, directly or indirectly, whether for his own benefit or for the benefit of any other entity or
individual: (i) solicit, encourage, or in any way influence any person employed by, or engaged to render services on behalf of,
the Company, to cease performing services for the Company, or to engage in any activity contrary to or conflicting with the interests
of the Company; (ii) hire away any person employed by, or engaged to render services on behalf of, the Company; or (iii) otherwise
interfere to the Company’s detriment in any way in the Company’s relationship with any person who is employed by, or
engaged to render services on behalf of, the Company.


 


7.5.2           Non-Solicitation
of Clients. For so long as Executive is employed by the Company, and for a three-year period thereafter, Executive shall
not, whether for his own benefit or for the benefit of any other entity or individual, take any action which could cause any customer
or client of the Company to limit, curtail or terminate its business relationship with the Company.


 


7.5.3           Injunctive
Relief. Executive and the Company acknowledge and agree that (i) Executive’s breach of his obligations under this
Section would cause the Company irreparable harm and that monetary damages alone would not be an adequate remedy for any such breach;
and, therefore, (ii) if Executive breaches this Section, the Company shall be entitled to obtain injunctive relief (and any other
form of equitable relief), as well as any other remedies (including monetary damages) to which the Company is entitled as a consequence
of such breach or otherwise.


 





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8.            Representation
and Warranties. Executive represents and warrants to the Company that Executive is under no contractual or other restriction
or obligation that is materially inconsistent with the execution of this Agreement, the performance of his duties hereunder, or
the rights of the Company hereunder, including, without limitation, any development agreement, non-competition agreement or confidentiality
agreement previously entered into by Executive.


 


9.            Miscellaneous.


 


9.1          Severability.
In the event that any provision of this Agreement should be held to be void, voidable, unlawful or for any reason unenforceable,
the remaining provisions or portions of this Agreement shall remain in full force and effect.


 


9.2          Amendment
and Waiver. No provision of this Agreement can be modified, amended, supplemented or waived in any manner except by an
instrument in writing signed by both Executive and the Company. The waiver by either Party of compliance with any provision of
this Agreement by the other Party shall not operate or be construed as a waiver of any other provision of this Agreement, or of
any subsequent breach by such Party of any provision of this Agreement.


 


9.3.         Applicable
Law. This Agreement, Executive’s employment relationship with the Company, and any and all matters or claims arising
out of or related to this Agreement or Executive’s employment relationship with the Company, shall be governed by, and construed
in accordance with, the laws of the State of Colorado, regardless of choice of law provisions of any jurisdiction.


 


9.4.         Arbitration.


 


9.4.1           Exclusive
Remedy. Except as set forth in the Subsection in this Section entitled “Claims Not Subject to Arbitration,”
arbitration shall be the sole and exclusive remedy for any dispute, claim, or controversy of any kind or nature (a “Claim”)
arising out of, related to, or connected with this Agreement, Executive’s employment relationship with the Company, or the
termination of Executive’s employment relationship with the Company, including any Claim against any parent, subsidiary,
or affiliated entity of the Company, or any director, officer, employee, or agent of the Company or of any such parent, subsidiary,
or affiliated entity. It also includes any Claim against the Executive by the Company, or any parent, subsidiary or affiliated
entity of the Company.


 


9.4.2           Claims
Subject to Arbitration. Except for claims described in the Subsection in this Section entitled “Claims Not Subject
to Arbitration,” this Agreement specifically includes (without limitation) all Claims under or relating to any federal,
state or local law or regulation prohibiting discrimination, harassment or retaliation based on race, color, religion, national
origin, sex, sexual orientation, age, disability or any other condition or characteristic protected by law; demotion, discipline,
termination or other adverse action in violation of any contract, law or public policy; entitlement to wages or other economic
compensation; any Claim for personal, emotional, physical, economic or other injury; and any Claim for business torts or misappropriation
of confidential information or trade secrets.


 


9.4.3           Claims
Not Subject to Arbitration. This Subsection does not preclude either Party from making an application to a court of competent
jurisdiction for provisional remedies (e.g., temporary restraining order or preliminary injunction), subject to Colorado Revised
Statutes. This Agreement also does not apply to any claims by Executive: (i) for workers’ compensation benefits; (ii) for
unemployment insurance benefits; (iii) under a benefit plan where the plan specifies a separate arbitration procedure; (iv) filed
with an administrative agency which are not legally subject to arbitration under this Agreement; or (v) which are otherwise expressly
prohibited by law from being subject to arbitration under this Agreement.


 





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9.4.5           Procedure.
The arbitration shall be conducted in the City and County of Denver. Any Claim submitted to arbitration shall be decided by a single,
neutral arbitrator (the “Arbitrator”). The Parties to the arbitration shall mutually select the Arbitrator not later
than 45 days after service of the demand for arbitration. If the Parties for any reason do not mutually select the Arbitrator within
the 45 day period, then any Party may apply to any court of competent jurisdiction to appoint a retired judge as the Arbitrator.
The arbitration shall be conducted in accordance with the Colorado Revised Statutes, except as modified by this Agreement. The
Arbitrator shall apply the substantive federal, state, or local law and statute of limitations governing any Claim submitted to
arbitration. In ruling on any Claim submitted to arbitration, the Arbitrator shall have the authority to award only such remedies
or forms of relief as are provided for under the substantive law governing such Claim. The Arbitrator shall issue a written decision
revealing the essential findings and conclusions on which the decision is based. Judgment on the Arbitrator’s decision may
be entered in any court of competent jurisdiction.


 


9.4.6           Interpretation
of Arbitrability. The Arbitrator, and not any federal or state court, shall have the exclusive authority to resolve any
issue relating to the interpretation, formation or enforceability of this Subsection, or any issue relating to whether a Claim
is subject to arbitration under this Subsection, except that any Party may bring an action in any court of competent jurisdiction
to compel arbitration in accordance with the terms of this Section.


 


9.5.         Entire
Agreement. All Exhibits to this Agreement are incorporated herein by this reference. This Agreement constitutes the entire
agreement between the Parties relating to the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations,
understandings, or agreements between the Parties, whether oral or written, expressed or implied.


 


9.6          Counterparts.
This Agreement may be executed by the Parties in counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument.


 


9.7          Headings.
The headings of sections and subsections of this Agreement are included solely for convenience of reference and shall not control
the meaning or interpretation of any of the provisions of this Agreement.


 


9.8          Notices.
All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given (a) when delivered to and received personally by the recipient, (b) when sent
to and received by the recipient by facsimile (receipt electronically confirmed by sender’s facsimile machine) if during
normal business hours of the recipient, otherwise on the next business day, (c) one business days after the date when sent to the
recipient by overnight delivery by reputable express courier service (charges prepaid) and delivery confirmed, or (d) three business
days after the date when mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid
and such receipt is confirmed. Such notices, demands and other communications shall be sent to Parties at the addresses indicated
below or to such other address as a Party may direct on written notice given pursuant to the terms of this Subsection:


 


	 	If to Executive:	5722 S. Benton Way
	 	 	Littleton, CO 80123
	 	 	 
	 	If to the Company:	Eternal Energy Corp.
	 	 	2549 West Main Street, Suite 202
	 	 	Littleton, CO  80120


 





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9.9          Attorneys’
Fees. If any Party shall commence any action or proceeding against another Party in order to enforce the provisions hereof,
or to recover damages as the result of alleged breach of any of the provisions hereof, the prevailing Party therein shall be entitled
to recover all reasonable costs incurred in connection therewith, including, but not limited to, reasonable attorney' fees.


 


9.10       Independent
Legal Advice. Executive acknowledges that he has been advised to obtain independent legal advice with respect to this Agreement
and that he has had the opportunity to do so.


 


IN WITNESS WHEREOF,
the Parties have executed this Agreement as of the day and year first above written.


 


	BRADLEY M. COLBY	 	ETERNAL ENERGY CORP.
	 	 	 
	 	 	 
	 	 	By:	 
	Bradley M. Colby	 		Paul E. Rumler, Secretary 


 





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