Unassociated Document


    TERMINATION AGREEMENT

     

    
      (U.S.
Prospect Acquisition Agreement)

    

     

    THIS AGREEMENT dated as of May
11, 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 an office 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”)

               

              -
      and -

               

              STEVEN SWANSON, an
      individual residing in the City of Littleton, in the State of Colorado
      (“Swanson”)

               

              -
      and -

               

              RICHARD L. FINDLEY, an
      individual residing in the City of Billings, in the State of Montana
      (“Findley”)

               

              -
      and -

               

              THOMAS G. LANTZ, an
      individual residing in the City of Littleton, in the State of Colorado
      (“Lantz”)

               

              -
      and -

               

              RYLAND OIL CORPORATION,
      a body corporate having offices in the City of Vancouver, in the
      Province of British Columbia (“Ryland”)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    AND WHEREAS Findley is the
President and principal shareholder of Prospector and Swanson is the President
and principal shareholder of Fairway;

     

    AND WHEREAS Fairway and
Prospector have been providing geological consulting services to Rover and
Pebble from time to time under the U.S.  Prospect Acquisition
Agreement and in the course thereof have produced the Work Product;

     

    AND WHEREAS the parties
terminated the U.S. AMI by mutual agreement effective as of November 1,
2009;

     

    AND WHEREAS Eternal, Fairway,
Prospector, Pebble and Rover executed a Termination Agreement effective as of
April 29, 2010 which terminated the U.S. Prospect Acquisition Agreement as
between Eternal and Pebble/Rover;

     

    AND WHEREAS the parties have
subsequently determined that the U.S. Prospect Acquisition Agreement should be
terminated in its entirety;

     

    AND WHEREAS Ryland is the
parent corporation of Pebble, and Pebble is the parent corporation of
Rover;

     

    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:

     

    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)

            	
              “Effective Date” means
      May 1, 2010;

            


    

     

    
      	
            	
              (c)

            	
              “Maps” means collectively
      the three maps attached to this Agreement and marked as Schedule
      “A”;

            


    

     

    
      	
            	
              (d)

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

            


    

     

    
      	
            	
              (e)

            	
              “U.S. AMI” means the area
      of mutual interest created pursuant to the U.S.  Prospect
      Acquisition Agreement;

            


    

     

    
      	
            	
              (f)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
            	
              (g)

            	
              “Work Product” means any
      and all geological data, methodologies, intellectual property and other
      work produced by Swanson and/or Fairway and Findley and/or Prospector in
      respect of the Prospect, including without limitation the
      Maps.

            


    

     

    ARTICLE 2

    TERMINATION

     

    
      	
              2.1  

            	
              Termination

            


    

     

    
      	
            	
              (a)  

            	
              The
      parties acknowledge and agree that the U.S. AMI was terminated by mutual
      agreement and consent of the parties as of November 1, 2009, with the
      intent and effect that Fairway, Prospector and Eternal had from and after
      that date, and shall continue to have, the right to acquire and develop
      mineral rights in and to the Prospect and further, Ryland and Rover
      acknowledge that they expressly gave consent to Fairway and Prospector to
      engage in acquisition activities in respect of the Prospect from and after
      November 1, 2009.

            


    

     

    
      	
            	
              (b)  

            	
              The
      parties further agree that the U.S.  Prospect Acquisition
      Agreement is hereby terminated in entirety as of the Effective Date as to
      any go-forward rights and obligations thereunder. For greater certainty,
      the parties acknowledge and agree that:  (i) Fairway and
      Prospector shall not be entitled to any royalty interest or acreage fees
      in respect of any Prospect acreage acquired from and after the Effective
      Date, and (ii) any consulting arrangements between Pebble/Rover and
      Fairway and Prospector are hereby terminated as of the Effective
      Date.

            


    

     

    
      	
              2.2  

            	
              Accrued
      Rights and Obligations

            


    

     

    The
termination of the U.S. Prospect Acquisition Agreement as provided above will
not affect any rights and obligations which were fully accrued as of the
Effective Date except as otherwise provided in Section 2.1(a) and Section 2.3
hereof.  Accordingly, Rover acknowledges that it has received invoices
from Fairway for consulting services rendered from January 2010 to the Effective
Date and agrees to pay such invoices within ten (10) days following execution of
this Agreement by the parties.

     

    
      	
              2.3  

            	
              Work
      Product

            


    

    Fairway
and Prospector shall own and shall be entitled to retain and utilize copies of
the Work Product, including the Maps, as they see fit. Pebble and Rover shall
also own and shall be entitled to retain and utilize copies of the Work Product,
including the Maps, as they see fit and further, Ryland and Rover acknowledge
that they expressly gave consent to Fairway and Prospector to use the Work
Product from and after November 1, 2009.

     

    ARTICLE
3

    RELEASES
AND INDEMNITIES

     

    3.1 Release of Other Parties by Ryland,
Pebble and Rover

     

    Ryland,  Pebble
and Rover (the “Ryland
Parties”) do hereby jointly and severally remise, release and forever
discharge each of Fairway, Prospector, Eternal, Swanson, Findley and Lantz (the
“Fairway Parties”) and
all of their respective directors, officers, employees, predecessors,
successors, assigns, executors, administrators and insurers (“Representatives”) of and from
any and all actions, causes of action, claims, demands, damages, costs or
expenses, whatsoever existing up to the present time, known or unknown, which
the Ryland Parties or any of their Representatives ever had, now have or can,
shall or may hereafter have, in respect of any matter arising from or related to
the U.S. Prospect Acquisition Agreement and use of the Work Product, up to and
including the Effective Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.2
Indemnification of Other Parties by Ryland Parties

     

    The
Ryland Parties agree to jointly and severally indemnify and save harmless each
of the Fairway Parties and their Representatives from and against any and all
claims, actions, suits, proceedings, and hearings of any nature and kind in any
court of law or equity or before any arbitrator or other body, board or
tribunal, losses, damages, personal and bodily injuries, property damage,
claims, counterclaims, complaints, disputes, demands, causes of action,
liabilities, obligations, legal fees on a solicitor and his own client basis,
costs, expenses, and disbursements (including disbursements as between solicitor
and own client) of any nature or kind, whatsoever and howsoever arising, whether
known or unknown, whether in law or in equity or pursuant to statute, and
whether in any court of law or equity or before any arbitrator or other body,
board or tribunal which arise out of or result from any matter arising from or
related to the U.S. Prospect Acquisition Agreement and use of the Work Product,
up to and including the Effective Date.

     

    3.3
Release of Ryland Parties by Other Parties

     

    The
Fairway Parties do hereby jointly and severally remise, release and forever
discharge each of the Ryland Parties and their Representatives of and from any
and all actions, causes of action, claims, demands, damages, costs or expenses,
whatsoever existing up to the present time, known or unknown,
which  any of the Fairway Parties or any of their Representatives ever
had, now have or can, shall or may hereafter have, in respect of any matter
arising from or related to the U.S.  Prospect Acquisition Agreement
and use of the Work Product, up to and including the Effective
Date.

     

    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.  In the event of a conflict between this
Agreement and any other agreement or document relating to the subject matter
hereof, including without limitation, the provisions of the Royalty Purchase
Agreement, the provisions of this Agreement shall prevail.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.3
Governing Laws/Courts

     

    
      	
            	
              (a)  

            	
              Governing
      Laws:  This Agreement and the U.S.  Prospect
      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 State of North Dakota requires the
      application of the laws in force in the State of North Dakota, such laws
      shall be adduced as evidence in the British Columbia courts having
      jurisdiction in respect of a dispute arising
  hereunder.

            


    

     

    
      	
            	
              (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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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

              
	 	 	 	 	 
	 	 	 	 	 


      

      
        	
                /s/
      Richard L. Findley

              	 	 	
                /s/
      Sue Larson

              
	
                RICHARD
      L. FINDLEY

              	 	 	
                Witness

              
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                /s/
      Steven Swanson

              	 	 	
                /s/
      Glenna Swanson

              
	
                STEVEN
      SWANSON

              	 	 	
                Witness

              
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                /s/
      Thomas G. Lantz

              	 	 	
                /s/
      Glenna Swanson

              
	
                THOMAS
      G. LANTZ

              	 	 	
                Witness

              
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                RYLAND
      OIL CORPORATION

              	 	 	 	 
	 	 	 	 	 	 
	
                Per:

              	
                /s/
      Gerald J. Shields

              	 	 	 
	 	Gerald J.
      Shields	 	 	 	 
	 	
                President

              	 	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      
        	
                ROVER
      RESOURCES, INC.

              	 	 	 
	 	 	 	 	 
	
                Per:

              	
                /s/
      Gerald J. Shields

              	 	 	 
	 	Gerald J.
      Shields	 	 	 
	 	
                President

              	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      
        	 	
                SCHEDULE “A” ATTACHED TO A
      TERMINATION AGREEMENT AMONG ETERNAL ENERGY CORP., FAIRWAY EXPLORATION LLC,
      PROSPECTOR OIL, INC., STEVEN SWANSON, RICHARD L. FINDLEY, THOMAS G. LANTZ,
      PEBBLE PETROLEUM INC., ROVER RESOURCES INC AND RYLAND OIL CORPORATION
      RESPECTING THE U.S. PROSPECT ACQUISITION AGREEMENT

                 

              	 




    

    MAPS

     

    (See
attached)