NOTE AND WARRANT AMENDMENT AGREEMENT

NOTE AND WARRANT AMENDMENT AGREEMENT

THIS NOTE AMENDMENT AGREEMENT is entered into as of the 2nd day of April 2008.

BETWEEN:

EDEN ENERGY CORP.

Suite 1680 - 000 Xxxxxxx Xxxxxx

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(the “Company”)

AND:

__________________________

__________________________

__________________________

(the “Noteholder”)

WHEREAS:

A. The Noteholder purchased 6% Convertible Promissory Notes due August 25, 2008 (the “Notes”) from the Company pursuant to a Note and Warrant Purchase Agreement, dated for reference August 18, 2005 (the “Purchase Agreement”);

B. Pursuant to the terms of the Notes, the Company currently owes the Noteholder approximately $_____________ in principal and accrued interest;

C. The Noteholder was issued Series A Warrants (the “Warrants) with an initial exercise price of $6.00 expiring August 25, 2008; and

D. The Company and the Noteholder wish to amend the terms of a potion of the Notes, Warrants, and the terms of the Registration Rights Agreement dated August 18, 2005 (the “Registration Rights Agreement”);

NOW THEREFORE in consideration of the promises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows, effective from and after April 2, 2008:

AMENDMENT OF NOTES

1. The Notes are amended as follows with respect to the Notes which are converted on or before April 3, 2008 only:

(a) Section 3.2(a) is deleted and replaced with the following:

“The term “Conversion Price” shall mean $0.70, subject to adjustment under Section 3.6 hereof”

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AMENDMENT OF WARRANTS

2              Provided that at least half of the outstanding Notes held by the Noteholder are converted pursuant to paragraph 1, one half of the Warrants held by the Noteholder will be amended as follows:

(a) Section 1, “Term” is deleted and replaced with the following:

“Term. The term of this Warrant shall commence on August 25, 2008 and shall expire at 5:00 p.m., eastern time, on August 25, 2009 (such period being the “term”)”

(b) Section 8, Definitions, “Warrant Price” is deleted and replaced with the following:

“Warrant Price” shall mean $1.10, unless the Warrants are exercised within 30 days of the closing date of the Note and Warrant Amendment Agreement dated April 2, 2008, in which case the Warrant Price shall mean $0.70, subject to adjustment under Section 4 hereof.

The remaining Warrants held by the Noteholder will be unchanged from their current terms.

AMENDMENT OF REGISTRATION RIGHTS AGREEMENT

3              The Registration Rights Agreement is amended as follows:

(a) The definition of “Registrable Securities” in Section 1 is deleted and replaced with the following:

“Registrable Securities” means the shares of common stock issuable upon exercise of the Warrants”.

THE NOTE AMENDMENT AGREEMENT

4. The amendments set out in this Note Amendment Agreement take effect from April 2, 2008 forward, following execution by the Company.

5. In consideration of the foregoing amendments to the terms of the Notes, Warrants, and the Registration Rights Agreement, the Noteholder agrees to convert half of the principal amount of the Notes on or before April 3, 2008, unless such conversion would result in the Noteholder holding in excess of 9.99% of the Company issued and outstanding shares of common stock at the time of conversion. In such case, the Noteholder shall convert such principal amount of their Note that they will hold 9.99% of the Company’s issued and outstanding shares of common stock, and the balance of the principal amount not converted shall remain convertible at the Conversion Price in effect immediately prior to the date of this Amendment Agreement.

6. If the Company, for a period of 120 days from the date of the Amendment Agreement, shall settle any currently outstanding debt obligations in exchange for shares of common stock at a price per share less than $0.70, then the Noteholder shall be entitled to additional shares of common stock such that their Conversion Price would have been the amount of such subsequent per share debt settlement price.

 

7. The Noteholder hereby agrees to waive any and all Events of Default that may have occurred under the Purchase Agreement, Note, or Registration Rights Agreement up to and including the date of this Agreement.

 

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8. The Noteholder acknowledges that this Agreement has been prepared by the Company’s solicitors and that that the Company has advised the Noteholder to seek its own independent legal advice with respect to this Agreement.

9. The parties hereto acknowledge and agree that the Notes, Warrants and the Registration Rights Agreement, as amended by this Agreement, hereby continue in full force and effect.

10. This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.

11. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date first set forth above.

12. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada and the federal laws of the United States applicable therein.

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first set forth above.

EDEN ENERGY CORP.

Per:

Authorized Signatory

Per:

Authorized Signatory

CW1770873.1