Unassociated Document


    
      ROVER
RESOURCES INC.

      Suite 302
– 1620 West 8th
Avenue

      Vancouver,
B.C. Canada V6J 1V4

    

    


    April 1,
2010

    


    VIA
COURIER

    


    Brad
Colby

    26 Wedge
Way

    Littleton,
Colorado, USA, 80123

    


    Eternal
Energy Corp.

    Suite 202
- 2549 West Main Street

    Littleton,
Colorado, USA, 80120


    


    Dear
Sirs:

    


    
      
        	
                Re:

              	
                Consulting
      Agreement among Brad Colby (“Consultant”), Rover Resources Inc. (the
      “Company”) and Eternal Energy Corp. (“EERG”) dated September 1, 2007 as
      amended by a further agreement dated April 30, 2008(the
      “Agreement”)

              


      

    

    


    We refer
to the Agreement.  The parties wish to amend the Agreement further as
set forth herein.  All capitalized terms used herein shall have the
meanings given to them in the Agreement unless otherwise stated.  For
value received, the parties agree as follows:

    


    
      	
              1. 

            	
              Section
      1 is amended to read as follows:

            


    

    


    “1.           Engagement of
Consultant.   Company hereby engages Consultant to provide
consulting services throughout the term of this Agreement.  In that
capacity, Consultant will be responsible for assisting Company with land and
lease acquisitions, contract management and  general administrative
and consulting services , reporting to Company’s board of directors or such
senior party as Company’s board may designate.  Consultant shall at
all times be required by Company to provide only those services customarily
expected of senior consultants of companies of a like size to
Company.  Moreover, Company shall not require Consultant to infringe
good business and professional ethics or violate any statute, law, rule order,
decree or ordinance.  Consultant agrees to devote sufficient time,
attention and energy to Company’s business to provide his services hereunder as
Consultant and Company may mutually agree upon from time to
time.    In this regard, Company and EERG acknowledge and
agree that Consultant is actively involved in the day to day management and
operation of EERG and other oil and gas ventures and that he may pursue these
ventures and such other opportunities in the oil and gas industry without
limitation as he determines appropriate.  Therefore, the Parties
acknowledge that Consultant shall not be required to devote all of his time,
attention and energy to Company’s business, that his performance of services for
and on behalf of Company may impinge upon the time which Consultant may
otherwise be obligated to render for and on behalf of EERG and that Consultant
will also, contemporaneously, be participating in the formation and operation of
other oil and gas ventures.  Consultant hereby accepts this
engagement, subject to all of the terms and conditions set forth in this
Agreement. “

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    
      	
              2.

            	
              Section
      2 of the Agreement is amended to read as
  follows:

            


    

    


    “2.           Payment of
Compensation. As
consideration for the performance of services by Consultant pursuant to the
terms of this Agreement, Company shall pay Consultant a per diem rate to be
mutually agreed upon from time to time having regard to the specific services
requested by the Company and accepted by Consultant (the "Consulting Fee") The
Consultant acknowledges that Rover has made all payments owing to Consultant up
to and including the date hereof .

    


    
      	
              2.

            	
              Section
      4.02 is amended to read as follows:

            


    

    


    “4.02  Company
shall have no obligation to Consultant or to EERG to provide an office for
Consultant or to pay any portion of EERG’s rent or overhead, whether in
connection with the services provided to Rover by Consultant or otherwise.
EERG  and Consultant hereby release and discharge Rover from any
obligation with respect to payment  of additional rent or any arrears
of rent accruing under this Agreement,  as amended
hereby.”

    


    
      	
              3.

            	
              Section
      5.01 is amended by extending the expiry date of the Term of the Agreement
      from April 30, 2010 to April 30, 2011 and by adding the following:
      "Thereafter this Agreement shall be automatically renewed for succeeding
      one year terms expiring on April 30 of each year unless any party
      terminates this Agreement by giving not less than 30 days’ notice of
      termination to the other parties or otherwise in accordance with the
      provisions respecting set out
herein”.

            


    

    


    
      	
              4.

            	
              Section
      9 is amended to read as follows:

            


    

    


    “9.           Approval of
Relationship.  EERG has determined
that it is in its best interests to participate in the exploration and
development of the Prospect and the North Dakota Prospect as the holder of the
interests described above.  EERG therefore acknowledges its consent to
the Company’s formation.  .  EERG further acknowledges and
agrees that it is in its best interests (i) for Consultant to enter into the
consulting relationship with Company set forth in this Agreement, (ii) for
Consultant to dedicate such portion of his entire time, attention and energy as
Consultant may determine to be appropriate in order to fully and expeditiously
acquire such leases and licenses as Company may determine appropriate to fully
exploit the North Dakota Prospect, and as Consultant may determine appropriate
to expeditiously explore and develop the North Dakota Prospect and (iii) for HRI
to have granted  Consultant the Options described above in this
Agreement and such other options as Company and Consultant may hereafter agree
upon in order to provide Consultant with an adequate incentive to expeditiously
explore and develop the North Dakota Prospect.

    


    
      	
              5. 

            	
              The
      Agreement, as amended hereby, shall continue in full force and
      effect.

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    Please
confirm your agreement to the foregoing by executing this letter in the space
provided below and returning an executed copy to us.

    


    Yours
truly,

    


    ROVER
RESOURCES INC.

     

     

    By: 
/s/ Gerald
Shields

    
      

    

    Gerald
Shields

    President

     

    
      
        	 	 	      
                ETERNAL
      ENERGY CORP.

              	 
	 	 	 	 	 
	
                 

              	 	
                By:
      

              	/s/ Brad Colby 	 
	 	 	 	Authorized
      Signatory	 
	 	 	 	 	 
	 	 	 	 	 
	/s/
      Margot Hale	 	 	      
                /s/ Bradley M. Colby

              	 
	WITNESS	 	 	      
                BRADLEY
      M. COLBY

              	 


      

    

     

    
      
         

      

      
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