Unassociated Document


    TERMINATION AGREEMENT

     

    
      (U.S.
Pebble Acquisition Agreement)

    

     

    THIS AGREEMENT dated April 29,
2010.

     

    AMONG:

    
    

     

    
      	
              ETERNAL ENERGY CORP., a
      body corporate having offices in the City of Littleton, in the State of
      Colorado (“Eternal”)

               

              -
      and -

               

              FAIRWAY EXPLORATION
      LLC., a body corporate having offices in the City of Littleton, in
      the State of Colorado (“Fairway”)

               

              -
      and -

               

              PROSPECTOR OIL, INC., a
      body corporate having offices in the City of Billings, in the State of
      Montana (“Prospector”)

               

              -
      and -

               

              PEBBLE PETROLEUM INC., a
      body corporate having offices in the City of Vancouver, in the Province of
      British Columbia (“Pebble”)

               

              -
      and -

               

              ROVER RESOURCES, INC., a
      body corporate having offices in the City of Vancouver, in the Province of
      British Columbia (“Rover”)

            


    

     

    WHEREAS Eternal, Fairway,
Prospector, Pebble (as the successor by name change to 0770890 B.C. Ltd.) and
Rover are parties to the U.S. Pebble Acquisition Agreement;

     

    AND WHEREAS Eternal and Rover,
in furtherance of the U.S. Pebble Acquisition Agreement, have entered into the
Existing JOA;

     

    AND WHEREAS the parties have
recently determined that the U.S. Pebble Acquisition Agreement should be
terminated as between Eternal and Pebble/Rover as to any go-forward rights and
obligations thereunder between those parties;

     

    AND WHEREAS it is not the
intention of the parties to terminate the U.S. Pebble Acquisition Agreement as
to any subsisting rights and obligations thereunder as between
Fairway/Prospector and Eternal/Rover/Pebble.

     

    NOW THEREFORE in consideration
of the premises hereto, the covenants and agreements hereinafter set forth and
contained and other good and valuable consideration (the receipt and sufficiency
of which is hereby acknowledged), the parties agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      - 2 -

       

       

    

    ARTICLE 1

    INTERPRETATION

     

    
      	
              1.1  

            	
              Definitions

            


    

     

    Each
capitalized word or phrase used in this Agreement, including the recitals and
this Section, shall have the meaning ascribed thereto below:

     

    
      	
            	
              (a)  

            	
              “Agreement” means this
      agreement and any schedule attached
hereto;

            


    

     

    
      	
            	
              (b)

            	
              “Current JOA Lands” means
      the areal, stratigraphic and substance rights governed by the Existing
      JOA;

            


    

     

    
      	
            	
              (c)

            	
              “Current JOA Rights”
      means the rights Rover and Eternal enjoy in respect of the Current JOA
      Lands pursuant to the Existing JOA;

            


    

     

    
      	
            	
              (d)

            	
              “Effective Date” means
      April 29, 2010;

            


    

     

    
      	
            	
              (e)

            	
              “Existing JOA” means that
      certain Operating Agreement dated October 26, 2006 between Rover and
      Eternal, as amended by an Amending Agreement dated April 29,
      2010;

            


    

     

    
      	
            	
              (f)

            	
              “Prospect” has the
      meaning ascribed to such term in the U.S. Pebble Acquisition Agreement;
      and

            


    

     

    
      	
            	
              (g)

            	
              “U.S. Pebble Acquisition
      Agreement” means that certain Letter Acquisition Agreement dated
      October 26, 2006 among Eternal, Fairway, Prospector, 0770890 B.C. Ltd.
      (now known as Pebble) and Rover.

            


    

     

    ARTICLE 2

    ETERNAL/ROVER/PEBBLE
TERMINATION

     

    
      	
              2.1  

            	
              Termination

            


    

     

    The U.S.
Pebble Acquisition Agreement is terminated solely as between Eternal and
Pebble/Rover as of the Effective Date as to any go-forward rights and
obligations thereunder as between those parties such that, among other things,
neither Rover nor Pebble shall be entitled to an area of mutual interest right
in respect of any Prospect acreage acquired by Eternal from and after the
Effective Date and vice
versa.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      - 3 -

       

       

    

    
      	
              2.2  

            	
              Current
      JOA Rights

            


    

     

    Eternal
and Rover shall continue to own and enjoy their Current JOA Rights and, from and
after the Effective Date, the Existing JOA shall be the only agreement remaining
between such parties in respect of the Prospect.

     

    
      	
              2.3  

            	
              Accrued
      Rights and Obligations

            


    

     

    The
termination of the U.S. Pebble Acquisition Agreement as between Eternal and
Pebble/Rover as provided above will not affect any rights and obligations as
between Eternal and Rover/Pebble which were fully accrued as of the Effective
Date.

     

    ARTICLE 3

    RATIFICATION

     

    
      	
              3.1  

            	
              U.S.
      Pebble Acquisition Agreement

            


    

     

    The
parties acknowledge and agree that this Agreement is supplementary to and shall
form one instrument with the U.S. Pebble Acquisition Agreement, such instrument
shall henceforth be read together with this Agreement and have effect so far as
practical as though all the relevant provisions hereof and thereof were
contained in one instrument and the U.S. Pebble Acquisition Agreement, as
amended, modified or supplemented by this Agreement, is in all respects ratified
and confirmed and shall continue in full force and effect except as between
Eternal and Pebble/Rover.

     

    ARTICLE 4

    MISCELLANEOUS

     

    
      	
              4.1  

            	
              Headings

            


    

     

    The
headings of clauses herein are inserted for convenience of reference only and
shall not affect the construction of the provisions hereof.

     

    
      	
              4.2  

            	
              Supercedes
      Previous Agreements

            


    

     

    This
Agreement supercedes any other agreements, documents, writings and verbal
understandings between the parties relating to the subject matter of this
Agreement, and expresses all of the terms and conditions agreed upon by the
parties with respect thereto.

     

    
      	
              4.3  

            	
              Governing
      Laws/Courts

            


    

     

    
      	
            	
              (a)  

            	
              Governing
      Laws:  This Agreement and the U.S. Pebble Acquisition
      Agreement shall, in all respects, be subject to, interpreted, construed
      and enforced in accordance with and under the laws of the Province of
      British Columbia and the laws of Canada applicable therein and shall,
      in every regard, be treated as contracts made in the Province of
      British Columbia.  To the extent that the location of the
      Prospect in the Province of Saskatchewan requires the application of the
      laws in force in the Province of Saskatchewan, such laws shall be adduced
      as evidence in the British Columbia courts having jurisdiction in
      respect of a dispute arising
hereunder.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      - 4 -

       

       

    

    
      	
            	
              (b)  

            	
              Courts:  The
      parties irrevocably attorn and submit to the exclusive jurisdiction of the
      courts of the Province of British Columbia and courts of appeal
      therefrom in respect of all matters arising out of this
      Agreement.

            


    

     

    
      	
              4.4  

            	
              Severability

            


    

     

    If any
covenant or condition contained in this Agreement is determined to be, in whole
or in part, invalid or unenforceable by reason of any rule of law or public
policy, such invalidity or unenforceability will not affect the validity or
enforceability of any other covenant or provision, such partial invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of such covenant or provision and such invalid or unenforceable
covenant or provision or portion thereof, as the case may be, shall be severable
from the remainder of this Agreement.

     

    
      	
              4.5  

            	
              Further
      Assurances

            


    

     

    Each
party, without further consideration, shall in a timely fashion do or perform or
cause to be done or performed all such further and other acts and things,
execute, acknowledge and deliver or cause to be executed, acknowledged and
delivered all such further and other instruments, deeds and other writings and
generally shall take or cause to be taken all such further and other actions as
may be reasonably necessary or desirable to carry out its obligations hereunder
or to ensure and give full force and effect to the provisions and intent,
purpose and meaning of this Agreement.

     

    
      	
              4.6  

            	
              Enurement

            


    

     

    This
Agreement shall be binding upon and shall enure to the benefit of the parties
and (as applicable) their respective heirs, executors, administrators, personal
representatives, successors, receivers, receiver-managers, trustees and
permitted assigns.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      - 5 -

       

       

    

    
      	
              4.7  

            	
              Counterparts
      and Delivery

            


    

     

    This
Agreement may be executed in counterparts and delivered by electronic or other
means, which shall constitute effective execution and delivery.

     

    IN WITNESS WHEREOF the parties
have executed this Agreement as of the date first written above.

     

    
    

     

    
      	
              ETERNAL
      ENERGY CORP.

            	 	
              FAIRWAY
      EXPLORATION LLC

            
	 	 	 	 	 
	
              Per:

            	
              /s/
      Bradley M. Colby

            	 	
              Per:

            	
              /s/
      Steve Swanson

            
	 	Bradley M.
      Colby	 	 	Steve
    Swanson
	 	
              Chief
      Executive Officer

            	 	 	
              Manager

            
	 	 	 	 	 
	 	 	 	 	 
	
              PROSPECTOR
      OIL, INC.

            	 	
              PEBBLE
      PETROLEUM INC.

            
	 	 	 	 	 
	
              Per:

            	
              /s/
      Richard L. Findley

            	 	
              Per:

            	
              /s/
      Gerald J. Shields

            
	 	Richard L.
      Findley	 	 	Gerald J.
      Shields
	 	
              President

            	 	 	
              President

            
	 	 	 	 	 
	 	 	 	 	 
	
              ROVER
      RESOURCES, INC.

            	 	 	 
	 	 	 	 	 
	
              Per:

            	
              /s/
      Gerald J. Shields

            	 	 	 
	 	Gerald J.
      Shields	 	 	 
	 	
              President

            	 	 	 


    

     

     

    This is
the execution page to a Termination Agreement among Eternal Energy Corp.,
Fairway Exploration LLC, Prospector Oil, Inc., Pebble Petroleum Inc. and Rover
Resources, Inc. respecting the U.S. Pebble Acquisition Agreement.