FIRST
AMENDMENT
 TO EMPLOYMENT
AGREEMENT
 (Kirk
Stingley)
 
 
 This
First Amendment (this “Amendment”) to the Employment Agreement dated effective
as of the 2nd day of
June, 2008 (the “Employment Agreement”) is effective as of the 30th day of
October, 2009 (the “Effective Date”).  This Amendment is by and
between Eternal Energy Corp. (the “Company”) and Kirk Stingley
(“Executive”).  The Company and Executive are all of the parties to
the Employment Agreement.  This Amendment is made pursuant to the
terms of the Section entitled “Amendment and Waiver” of the Paragraph in the
Employment Agreement entitled “Miscellaneous.”  Capitalized
terms not defined in this Amendment shall have the meaning given such terms in
the Employment Agreement.
 
 1.           The
parties hereby delete the text of the Paragraph entitled “2.Term of
Agreement”of the
Employment Agreement in its entirety and substitute the following in its
place:
 
 “2.           Term of
Agreement.  The term of this Agreement shall commence on the
Effective Date and shall continue through and including September 1, 2010,
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.”
 
 2.           The
parties hereby delete the text of the Subsection entitled “4.1.5 “Good
Reason” of theParagraph entitled “4. Termination
or Expiration of Agreement” of the Employment Agreement in its entirety
and substitute the following in its place:
 
 “5.1.5                      “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.”
 
 3.           The
parties hereby incorporate the text of the Paragraph of the Employment Agreement
entitled “Miscellaneous” into
this Amendment by this reference.
 
 4.           Except
as amended by this First Amendment, the parties reconfirm the Employment
Agreement.
 
 
 5.           For
the convenience of the parties, any number of counterparts of this Amendment may
be executed by any one or more parties hereto, and each such executed
counterpart shall be, and shall be deemed to be, an original, but all of which
shall constitute, and shall be deemed to constitute, in the aggregate but one
and the same instrument.  The Amendment may be circulated for
signature through facsimile transmission and all signatures so obtained and
transmitted shall be deemed for all purposes under this Amendment to be original
signatures until such time as original counterparts are exchanged by the
parties.
 
 IN
WITNESS WHEREOF, the parties agree that this Amendment shall be effective as of
and from and after the Effective Date.


Executive:
                  
                  Eternal
      Energy Corp./s/
      Kirk A. Stingley
                  
                  By:
                  /s/ Brad
      ColbyKirk
      Stingley
                  
                  
                  Brad
      Colby, Chief Executive Officer
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