AMENDMENT AGREEMENT NO. 2 TO JOINT VENTURE AGREEMENT

1.

Section I – Definitions . Capitalized terms used herein (including in the recitals above) without definition and which are defined in the JV Agreement are used herein with the respective meanings given such terms in the JV Agreement;

2.

Section IV Profits . The parties agree that the following amendment shall become effective automatically and without any further action by any Party;

(a)

The heading “Profits” will be amended to read “Profits, Fees and Financial Obligations”

(b)

Section 8.6 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;

(c)

Section 8.7 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;

(d)

Section 8.8 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;

(e)

Section 8.9 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;

(f)

Section 8.10 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;

(i)

In the event the project is not viable, the monies will be forgiven and the BRDN will not be responsible for repayment;

(ii)

In the event the project is viable, upon the successful completion of a Proven and Probable Reserve Report, BRDN will contribute 5% of its gross income to Access, as repayment;

(iii)

Interest will accrue on the $[Confidential treatment requested] which shall not exceed the Prime Lending Rate, as determined by the Royal Bank of Canada or as otherwise agreed to in writing by both parties; and

(iv)

For the purposes of this clause, the term “viability” will means wells producing commercial quantities as determined by BRDN in consultation with Access and through assessment reports or commercial bankable feasibility reports as required by BRDN to access its potential investment and costs will be paid for by Access”.

(g)

Section 8.11 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;

(i)

“The scope of BRDN’s participation rights, including participation rates and extent to which the participation right will be executed will be a 30 day casing point election or operations notice.

(ii)

For each well, BRDN will be provided with all data pertinent to the election available at the time of notice, including well logs, daily drilling reports (including core and sample descriptions), and any other drilling data and production test data which may be available to it.

(iii)

On receiving the required notice and data, BRDN and its subsidiary must, within 30 days from presentation of the data, notify the producer of the working interest it elects in the well project. If the election is not made

(iv)

If BRDN elects to participate in the well project, it must approve the corresponding AFE and the part of the minerals lands associated with that spacing unit will constitute “joint land” for the purposes of the Operating Procedure”.

(h)

Section 8.12 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;

(i)

“Access recognizes that the BRDN currently has an outstanding claim with the Province of Saskatchewan and the Government of Canada, including a claim of Denesuline title to mineral rights within their territories. It is understood and agreed that Access will adhere to any legal requirement or decision rendered with respect to those claims and will pay the royalties as negotiated.”

(i)

Section 8.13 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;

(j)

Section 8.14 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;

(i)

Access will support, financially or through other means, education and training programs that provide career planning and skills development. Specifically, Access will contribute $[Confidential treatment requested] per year for each eligible student that is confirmed and enrolled in an accredited post-secondary institution program to obtain a degree or diploma;

(ii)

Access will provide presentations at career days or conferences, upon request, at agreeable times and dates and will contribute $[Confidential treatment requested] per year to identify opportunities that exist in the oil and gas industry;

(iii)

Access will assist the BRDN in seeking funding opportunities to support training objectives;

(iv)

Access will contribute $[Confidential treatment requested] per year towards, salary, travel and disbursements for an education and training coordinator who will assist adult learners and children in identifying education and training opportunities and focus;

(v)

Access will contribute [Confidential treatment requested]% of the annual salary per year required in order to hire a Traditional Lands coordinator’s position who will be responsible for the development, coordinator and execution of exposure to children of traditional land use, survival, traditional skills and values;

(k)

Section 8.15 is added to the JV Agreement and shall become effective automatically and without any further action by any Party;

(i)

Access agrees to participate in the BRDN Traditional Land Use Studies by contributing $[Confidential treatment requested] for a one year of the study.

Per:

/s/ Paul A. Parisotto                                        

Paul A. Parisotto

Per:

/s/ Louis R. Chanalquay                                  

Louis R. Chanalquay