Platinum
      Energy Resources, Inc.

     

    
      3
        Paragon
        Drive

      Montvale,
        NJ 07645 

      Phone
        212/581-0500 Fax 212/581-0002

Barry
      Kostiner

    CEO

    January
      25, 2006

    


    


    Mr.
      Lance
      Duncan

    


    


    Dear
      Lance:

    


    This
      shall
      serve to formalize our understanding regarding your involvement in the proposed
      acquisition by Platinum Energy Resources, Inc. or one of its affiliates
      (“Platinum”) of Tandem Energy Holdings, Inc. (“TEHI”), a Nevada corporation and
      the parent company of Tandem Energy Corporation (“TEC”), a Colorado corporation.


     

    
      Reference
        is made to the Agreement and Plan of Merger, dated concurrently herewith
        (the
“Merger Agreement”), among Platinum and one of its wholly-owned subsidiaries,
        TEHI, and certain Major Shareholders of TEHI, as defined in the Merger
        Agreement. Capitalized terms not otherwise defined herein shall have the
        meaning
        ascribed to them in the Merger Agreement.
 

    
      In
        connection with, and as consideration for, your services relating to the
        proposed Merger including, without limitation, introduction of the parties
        facilitation of the negotiations among the parties, and recission and
        cancellation of all of your (Lance Duncan and L&H Family Limited
        Partnership) and common stock in TEHI, Platinum agrees to pay you a fee of
        $3
        million immediately after the Effective Time of the Merger which amount shall
        be
        paid by certified or bank cashier’s check or by wire transfer of immediately
        available funds to your designated account. 

      


      In
        addition, in consideration for continued consulting services, Platinum shall,
        subject to receipt from you of customary investor representations, issue
        to you
        714,286 shares of its common stock, $.0001 par value per share (representing
        $5
        million of shares at $7 per share) (the “Shares”)as follows: 25% upon the
        Effective Time, and 25% every six months thereafter. The Shares shall constitute
        “restricted securities” under the Federal securities laws inasmuch as they will
        be acquired from Platinum in a transaction not involving a public offering
        and
        that, under such laws and applicable regulations, such Shares may be resold
        under the Securities Act of 1933, as amended, only in certain limited
        circumstances.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      In
        addition to, and not in limitation of, the foregoing, you agree that you
        shall
        not transfer (other than to your affiliates who are owed compensation for
        their
        efforts with regard to the Tandem/Platinum merger who agree in writing to
        be
        bound by the lock-up terms contained herein) the Shares for a period of eighteen
        months from the Effective Time regardless of any available exemption to
        registration and that, after the expiration of such 18-month period, you
        and
        your affiliates shall be entitled to transfer in the aggregate only up to
        ten
        (10%) percent of the Shares per calendar quarter. Upon the third year
        anniversary of the date of issuance, you and your affiliates shall no longer
        be
        bound by such restriction and shall be entitled to transfer any remaining
        Shares, subject to applicable securities laws.

    

    


    The
      foregoing is subject to, and conditioned upon your acknowledgement and agreement
      that:

     

    
      
        	 	
                1.

              	
                neither
                  you nor any of your relatives or affiliates, if any, shall acquire
                  any
                  securities of TEHI between the date hereof and the Effective Time;
                  

              
	 	 	 
	 	
                2.

              	
                neither
                  you nor any of your relative or affiliates, if any, is a party
                  to any
                  contract or agreement with TEHI or TEC or any of their respective
                  affiliates; 

              
	 	 	 
	 	
                3.

              	
                neither
                  you nor any of your relatives or affiliates, if any, is a principal
                  of
                  Redwood Consultants, LLC or any of its affiliates; 

              
	 	 	 
	 	
                4.

              	
                in
                  the event that the Merger is consummated, the compensation set
                  forth
                  herein as consideration for your services in connection with the
                  Merger
                  constitutes the full consideration to you and any of your affiliates
                  and
                  to which you believe that you or any of your affiliates is entitled
                  in
                  such regard; 

              
	 	 	 
	 	
                5.

              	
                to
                  the extent that the Merger is not consummated for any reason whatsoever,
                  neither Platinum nor TEHI shall have any liability to you or any
                  of your
                  affiliates, if any, including, without limitation, for the fee
                  or the
                  issuance of shares or Platinum reference above; 

              
	 	 	 
	 	
                6.

              	
                at
                  the Effective Time, you and your affiliates, if any, shall execute
                  and
                  deliver to each of Platinum, TEHI and TEC a full and complete release
                  of
                  any and all claims which you or any of your affiliate, if any,
                  may have
                  against either entity and each such entities’ directors, officers,
                  shareholders, employees and
                  agents.

              


      

    

     

    We
      appreciate your role in introducing the Tandem opportunity to us and we look
      forward to working with you in the future. Kindly indicate your agreement to
      the
      foregoing by executing a copy of this letter in the space provided below and
      returning same to the undersigned. 

      
        	 	 	 	 
	 	 	 	Yours
                very
                truly,
	 	 	 	 
	 	 	 	/s/ Barry Kostiner 
	 	 	 	Barry Kostiner
CEO, Platinum Energy
                Resources, Inc. 
	
              	 	 	
              


      

    

     

    
      
        	 	 	 	 
	AGREED AND ACCEPTED: 	 	 	 
	/s/ Lance Duncan 	 	 	
              
	
                
Lance
                Duncan	 	 	
              
	 	 	 	 
	1/26/06	 	 	 
	
                

                Date  

              	 	 	 
	 	 	 	 


      

       

       

      
        
          
          

        

        
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