0001019687-13-002648 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 15th, 2013 • American Sands Energy Corp. • Crude petroleum & natural gas • Utah

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of May 15, 2013, but shall be effective as of the 1st day of January, 2013, by and between American Sands Energy Corp., a Delaware corporation (the "Company") and Daniel Carlson (the "Executive").

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • July 15th, 2013 • American Sands Energy Corp. • Crude petroleum & natural gas

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”).

SECOND AMENDMENT to Convertible Promissory Note
Convertible Promissory Note • July 15th, 2013 • American Sands Energy Corp. • Crude petroleum & natural gas

THIS SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE, dated as of May 15, 2013 (this “Amendment”) to the 5% Convertible Promissory Note referred to below is entered into by and between Green River Resources, Inc., a Utah corporation, (the “Company”) and Hidden Peak Partners LC (“HPP”).

Second AMENDMENT to Convertible Promissory Note
Convertible Promissory Note • July 15th, 2013 • American Sands Energy Corp. • Crude petroleum & natural gas

THIS AMENDMENT, dated as of May 15, 2013 (this “Amendment”) to the Convertible Promissory Note referred to below is entered into by and between American Sands Energy Corp., a Delaware corporation, (the “Company”) and Bleeding Rock, LLC, a Utah limited liability company (the “Lender”).

AMENDMENT TO MANAGEMENT AND SERVICES AGREEMENT
Management and Services Agreement • July 15th, 2013 • American Sands Energy Corp. • Crude petroleum & natural gas

THIS AMENDMENT TO MANAGEMENT AND SERVICES AGREEMENT (the "Amendment") is made and entered into effective as of the 15th day of May, 2013, by and between American Sands Energy Corp., a Delaware corporation (the "Company") and LIFE Power & Fuels, LLC (the "LIFE").

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