0001144204-09-027324 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 15th, 2009 • Eternal Energy Corp. • Metal mining • Colorado

This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into by and between Eternal Energy Corp. (the “Company”) and Craig H. Phelps (“Executive”), on the 10th day of October, 2008. For purposes of this Agreement the term Effective Date will mean the 1st day of August, 2007. In consideration of the mutual promises, covenants and conditions hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

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AGREEMENT TO TERMINATE DGWS OPTION
Agreement to Terminate Option • May 15th, 2009 • Eternal Energy Corp. • Metal mining • Colorado

This Agreement (this “Agreement”) is made and entered into as of the 20th day of December, 2008 (the “Effective Date”), by and between Eternal Energy Corp. (“EERG”) and Heritage Natural Gas, Inc. (“HNG”). EERG and HNG may be referred to herein individually as “Party” or collectively as “Parties.”

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