Exhibit 10.21


 





SECOND AMENDMENT TO EMPLOYMENT AGREEMENT



 


 


 


This SECOND AMENDMENT
TO EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into as of May 15, 2013 by and between William C.
Gibbs (“Executive”) and American Sands Energy Corp., a Delaware corporation, as successor to GreenRiver Resources
Corp., an Alberta, Canada corporation, and GreenRiver Resources, Inc., a Utah corporation, for the purpose of amending the Employment
Agreement, dated as of August 1, 2007, as amended by an Amendment to Employment Agreement dates as of August 12, 2009 (collectively,
the “Original Agreement”).


Whereas, the parties
entered into the Original Agreement to secure the services of Executive;


Whereas, the Company
and the Executive desire to amend the terms of the Original Agreement as provided herein;


 


Now, therefore, it
is hereby agreed as follows:


 


		1.	Effective as of January 1, 2103, the Executive’s salary, as set forth in Section 6(a) of
the Original Agreement, shall be temporarily reduced to $276,000 per year. Upon receipt by the Company of gross proceeds of $10,000,000,
or more (whether from debt, equity, a combination of debt and equity, or through a single financing or series of financings), the
CEO’s salary will return to $400,000 per annum.



		2.	Effective January 1, 2013, Executive’s salary will accrue until a minimum of $2 million of
gross proceeds has been raised by the Company (whether from debt, equity, a combination of debt and equity, or through a single
financing or series of financings), at which time Executive’s salary shall be paid in equal monthly installments. At the
time of such financing, Executive will be paid four (4) months of such accrued salary.



		3.	Any salary remaining unpaid following a financing of $2 million, will convert into the same type
of security (debt or equity) and on the same terms and conditions of a financing of $5 million or more. If a financing is closed
by the Company of $5 million or more prior to the closing of a financing of $2 million as described in Section 2 above, Executive
shall be paid accrued salary as set forth therein, and shall convert the remaining salary as set forth above. Executive shall have
the flexibility to determine and set the conversion date; provided, however, that the conversion ratio will be set as of the closing
date of such financing.



		4.	All amounts outstanding for salary for calendar 2012 shall remain due to Executive and shall be
paid immediately upon the close of a financing (whether debt or equity) by the Company of at least $2,000,000. All outstanding
expenses of the Executive incurred prior to May 1, 2013, shall be shall be paid immediately upon financing of at least $500,000.





    	 



    	 



    


		5.	The outstanding accrued salary of the Executive as shown on the 12/31/12 10-Q of the Company will
stop accumulating interest as of January 1, 2013 and will automatically convert into common stock at the ratio of $0.50/share upon
the successful close of a financing of at least $10,000,000. At the election of the Executive, the Company will pay to Executive
an amount in cash equal to the amount the Executive owes in taxes in connection with the receipt of the deferred salary payment
as provided above. The cash payment will be made at the same time the deferred salary is converted hereunder. There will be a dollar
for dollar reduction in shares issued to the CEO for funds funded by the Company for such taxes. In addition, Executive agrees
to consult with an accountant or attorney specializing in taxes, and if Executive can defer taxes which may become due in connection
with the conversion of such amounts until the time Executive sells such shares into which such outstanding amounts convert, Executive
agrees to convert such shares at such time; provided the Company’s obligation to pay such taxes shall continue.



		6.	Except as set forth herein, all other terms of the Employment Agreement shall remain in full force
and effect.



 


IN WITNESS WHEREOF,
the Parties have executed this Amendment as of the date first above written.


 


	American Sands Energy Corp. 	GreenRiver Resources, Inc.
	 	 
	 	 
	BY:    _/s/ Daniel F. Carlson_________	BY:  _/s/ William C. Gibbs_____
	NAME: Daniel F. Carlson	NAME:  William C. Gibbs
	TITLE: Chief Financial Officer	TITLE: President


 


 


Executive


 


_/s/ William C. Gibbs__