Unassociated Document


    


    TERMINATION
OF MANAGEMENT SERVICES AGREEMENT

    


    This Agreement is made and entered into
effective as of the 1st day of
December, 2009 (the “Effective Date”), by and between Ryland Oil Corporation
(“Ryland”), Eternal Energy Corp. (“EERG”) and Brad Colby
(“Colby”).  Ryland, EERG, Colby and Roadrunner Oil and Gas (USA), Inc.
(“Roadrunner”) entered into that certain Management Services Agreement effective
as of the 1st day of
October, 2008, (the “Management Services Agreement”).  By separate
agreement, Roadrunner and Colby exercised their right to terminate the
Management Services Agreement among and between themselves.  Ryland,
EERG and Colby now desire to exercise their right to terminate the Management
Services Agreement among and between themselves.

    


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

    


    1. Termination of the
Management Services Agreement. Pursuant to rights granted to them under
the Management Services Agreement, Ryland, EERG and Colby, for and on behalf of
themselves and their subsidiaries, affiliates, directors, officers, employees,
agents, successors and assigns, individually and collectively, hereby terminate
the Management Services Agreement among and between themselves, as of the
Effective Date.    Therefore, as of the Effective Date the
parties hereto are hereby released and discharged from any and all rights and
obligations among and between themselves arising under the Management Services
Agreement.  Further, as of the Effective Date, the parties hereto
release and forever discharge each other and each other's subsidiaries,
affiliates, directors, officers, employees, agents, attorneys, successors and
assigns from any and all claims, rights, demands and damages of any kind or
nature arising out of the execution, delivery, performance, operation and/or
termination of the Management Services Agreement.

    


    2. Miscellaneous.  This
Agreement shall be binding upon the parties, their legal representatives,
successors and assigns.  This Agreement and all matters and issues
collateral thereto shall be construed according to the laws of the State of
Colorado, United States of America. The parties agree that the District Court of
the County of Arapahoe, Colorado, United States of America shall have exclusive
jurisdiction, including in
personam jurisdiction, and shall be the exclusive venue for any and all
controversies and claims arising out of or relating to this Agreement or a
breach thereof, except as otherwise unanimously agreed upon by the parties. If
any party shall commence any action or proceeding against another party in order
to enforce the provisions hereof, or to recover damages as the result of the
alleged breach of any of the provisions hereof, the prevailing party therein
shall be entitled to recover all reasonable costs incurred in connection
therewith, including, but not limited to, reasonable attorneys'
fees.

    


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    In Witness Whereof, the parties hereto
have executed this Agreement effective as of the day and year first above
written.

     

    
      
        	 	      
                Ryland
      Oil Corporation:

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Gerald J. Shields	 
	 	 	
                Gerald
      J. Shields, 

                President

              	 
	 	 	 	 
	 	 	 	 
	 	      
                Eternal
      Energy Corp.:

              	 
	 	 	 	 
	 	By:	/s/
      Brad Colby	 
	 	 	
                Brad
      Colby, 

                President

              	 
	 	 	 	 
	 	 	 	 
	 	Brad Colby:	 
	 	 	 	 
	 	/s/
      Brad Colby	 
	 	Brad
      Colby