LEASE ADDENDUM



THIS LEASE ADDENDUM
(this “Addendum”) is entered into effective the 1st day of July 2012, by and between Oakley Ventures, LLC, a Colorado
limited liability company (“Oakley”), and American Eagle Energy, a Nevada Corporation, successor in interest to Eternal
Energy Corp., a Nevada Corporation (“Lessee”).



WHEREAS, Lessee is
a party to that certain Colorado Shopping Center Lease dated December 05, 2008, by and between Lessee, as tenant, and Oakley, as
landlord, pursuant to which Lessee has leased the Demised Premises at 2549 West Main Street, Ste 202, Littleton Colorado; and



WHEREAS, parties entered
into a Lease Addendum dated and executed on September 20, 2011, with an effective date of October 1, 2011.



WHEREAS, parties desire
to expand the square footage of the Lease pursuant to the terms and conditions set forth herein.



NOW, THEREFORE, in
consideration of the mutual covenants set forth in the Agreement and herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows



1.	Definitions.
Any capitalized terms used but not otherwise defined in this Addendum shall have the meanings assigned to such terms in the Lease.
For the purposes of this Addendum and all rights of the Lessor as set forth in the Lease, shall be referred to as the “Lessor”.



2.	Expansion.
The Lease obligations will be amended to include the entire square footage of the second floor of 2549 West Main Street, Suites
201 (2087 sq. ft.) and 202 (3207 sq. ft.), for a total of 5294 square feet. An additional security deposit of Three Thousand Three
Hundred and Four Dollars ($3,304.00) shall be paid by Lessee to Oakley.



3.	Base Rent.
Notwithstanding any provision of the Lease to the contrary, the Base Rent payable by Lessee to Lessor for the Demised Premise from
and after July 1, 2012 until December 31, 2014 shall be an amount equal to Two Hundred Sixty Seven Thousand Three Hundred Forty
Seven Dollars ($267,347.00), which shall be payable by Lessee to Lessor in monthly installments pursuant to the terms of the Lease
as follows:



|Months                   | Sq. Ft. Cost | Monthly Payment     
|------------------------ | ------------ | --------------------
|7/01/2012  -  12/31/2012 | $19.00       | $ 8,382.20 per month
|1/01/2013  -  12/31/2013 | $20.00       | $ 8,823.30 per month
|1/01/2014  -  12/31/2014 | $21.00       | $ 9,264.50 per month







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4.	Improvements
and Repairs. Lessor agrees to reimburse Lessee for the annual cost of cleaning the carpets located within the Demised Premises.



5.	Notice.
The notice provisions set forth in Paragraph 35 of the Lease are hereby amended to provide that the proper addresses for Lessor
to be used for the purpose of notice pursuant to the Lease is as follows:



| | If to Lessor: | Oakley Ventures, LLC
| | ------------- | --------------------

| |  | c/o Highline Realty Partners, Inc.
| |  | ----------------------------------

| |  | Attn: Rees F. Davis, Jr.
| |  | ------------------------

| |  | 3695 East Long Road
| |  | -------------------

| |  | Greenwood Village, Colorado 80120
| |  | ---------------------------------



6.	Parking.
Lessee and Lessee’s employees agree to adhere to a priority parking

plan as follows:



First, to utilize the reserved north facing
spaces in the parking lot commonly known as the Lilley Building parking lot.



Second, if the north facing spaces of Lilley
are full, to utilize the middle section of spaces in the Lilley lot.



Lessor reserves the right to change or modify the
priority parking if the Lilley lot becomes over-parked.



7.	Confidentiality
Agreement. Per Exhibit A to Addendum as attached.





8.	Ratification.
Except as modified by this Addendum and subject to the last sentence of this Section 6, all of the terms, covenants and conditions
of the Lease are ratified and affirmed and shall remain in full force and effect. To the extent the terms and provisions of this
Addendum modify or conflict with any term or provision of the Lease, the modifying or conflicting term and provision of this Addendum
shall control in all respects, and the corresponding term and provision of the Lease shall be superseded to the extent of such
modification or conflict.



9.	Entire Agreement.
The Lease, including this Addendum, expresses the entire agreement of Lessor and Lessee. There are no other understandings, oral
or written, which in any manner alter or enlarge its terms.



10.	Binding.
This Addendum shall be binding upon and benefit the parties hereto and their successors and assigns.







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11.	Acceptance.
This Addendum is offered for signature to Lessee, and it is understood that this Addendum shall not be binding upon Lessor unless
and until Lessor shall have executed and delivered a fully-executed copy of this Addendum to Lessee.



12.	Execution.
This Addendum may be executed in multiple counterparts. A fully-executed copy of this Addendum may be transmitted by facsimile
or electronic mail, and such shall be deemed to be an original.



[Signature Page to Follow]







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IN WITNESS WHEREOF,
the undersigned have executed this Addendum effective as of the date first set forth above.



LESSOR:



OAKLEY VENTURES, LLC,

a Colorado limited liability company





By: /s/ Rees F. Davis, Jr.

Rees F. Davis, Jr., Manager



LESSEE:



AMERICAN EAGLE ENERGY CORP.,

a Nevada Corporation





By:/s/ Brad Colby

Name:Brad Colby

Title:President & CEO







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