AMENDED MANAGEMENT CONSULTING AGREEMENT

AMENDED MANAGEMENT CONSULTING AGREEMENT

THIS AGREEMENT made effective as of the 1st day of May, 2005.

BETWEEN:

D. SHARPE MANAGEMENT INC. , a British Columbia company, having an office at 1281 Eldon Road, North Vancouver, British Columbia V7R 1T5

(the “Consultant”)

AND:

EDEN ENERGY CORP. , a Nevada company having an office at Suite 1925 – 200 Burrard Street, Vancouver, British Columbia, V6C 3L6

(the “Company”)

WHEREAS:

A.                     The Company and the Consultant entered into a Management Consulting Agreement (the “Agreement”) dated September 1, 2004 and have agreed to amend the Agreement to increase the remuneration and include the issuance of stock options.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual cove