ENERJEX
RESOURCES, INC.

    27
Corporate Woods, Suite 350

    10975
Grandview Drive

    Overland
Park, Kansas 66210

    


    January
27, 2010

    


    
      	
              West
      Coast Opportunity Fund, LLC

            	
              Frey
      Living Trust

            
	
              1202
      Coast Village Road

            	
              5005
      SE Williams Way

            
	
              Montecito,
      CA  93108

            	
              Stuart,
      FL  34997

            
	 
      	 
      
	
              Enable
      Growth Partners LP

            	
              Enable
      Opportunity Partners LP

            
	
              C/o
      Enable Capital Management

            	
              C/o
      Enable Capital Management

            
	
              One
      Ferry Building, Suite 225

            	
              One
      Ferry Building, Suite 225

            
	
              San
      Francisco, CA 94111

            	
              San
      Francisco, CA  94111

            


    

    


    
      	
               
      

            	
              RE:

            	
              Amendment to
      Debentures and Transaction Documents (this “Letter
      Agreement”)

            


    

    


    Dear
Buyers:

    


    Reference
is made to the June 21, 2007 Senior Secured Debentures, as amended (the “Debentures”), the
Securities Purchase Agreement, as amended (the “Purchase Agreement”),
and the Pledge and Security Agreement, as amended (the “Security Agreement”)
and other agreements and documents associated therewith, as amended through the
date hereof (collectively, the “Transaction
Documents”), all originally dated as of April 11, 2007, by and among
EnerJex Kansas, Inc.
(the “Company”), EnerJex Resources, Inc.
(“Parent”),
West Coast Opportunity Fund,
LLC (“West
Coast”), Frey Living
Trust (“Frey”), Enable
Growth Partners LP (“Enable Growth”) and Enable Opportunity Partners LP
(“Enable Opportunity”) (collectively, West Coast, Frey, Enable Growth and Enable
Opportunity may be referred to as the “Buyers”).  Capitalized
terms used but not otherwise defined herein have the meanings ascribed to such
terms in the Debentures, Purchase Agreement, the Security Agreement and/or the
Transaction Documents.

    


    WHEREAS:

     

    A.          The
Debentures allow for the retirement of a portion of the Parent’s common stock
held by the Buyers in accordance with Exhibit A to the Debentures (the
“Redemption Schedule”).

     

    B.           The
Company is currently in the process of selling certain assets designated as the
Weidemier/Voigts project, which is anticipated to close on or before March 10,
2010 (the “Asset Sale”).

     

    C.           The
Company, the Parent and the Buyers wish to amend the Redemption Schedule as set
forth herein.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    D.           Certain
of the Transaction Documents provide that amendments may be made by written
consent of the Company and holders of at least sixty-five percent of the
aggregate number of Registrable Securities issued under the Securities Purchase
Agreement, and the undersigned Buyers constitute such requisite
holders.

     

    NOW THEREFORE, in
consideration of the premises and mutual promises herein contained, the Company
and the Buyers hereby agree as follows:

     

    1.           Defined Terms.
Capitalized terms used in this Letter Agreement which are not defined herein
shall have the meaning ascribed to them in the Transaction
Documents.

     

    2.           Amendment to Redemption
Schedule.  The Company, the Parent and the Buyers hereby agree
that the January and February redemption payment set forth on Exhibit A to the
Debentures (“Redemption Payments”) shall be extended to be paid on or before
March 10, 2010 to coincide with the anticipated close of the Asset
Sale.

     

    3.           Asset Sale Proceeds.
The Company hereby agrees to immediately use proceeds from the Asset Sale
(excluding the associated debt owed to Texas Capital) to make the full
Redemption Payments owed through March 31, 2010.

     

    
      4.           Conditional
Waiver.

    

     

    
      	
               
      

            	
              a.

            	
              The
      Buyers hereby waive any existing Event of Default under the Transaction
      Documents that does not, directly or indirectly, have a material negative
      impact on the Buyers’ security interest in the collateral or other
      properties of the Company in which it has a security interest, or have a
      material negative impact in the Buyers’ priority of payment under the
      Debentures.

            


    

     

    
      	
               
      

            	
              b.

            	
              The
      Company hereby represents and warrants to the Buyers that it has no
      knowledge of any material Defaults or Events of Default under the
      Transaction Documents.

            


    

     

    
      	
               
      

            	
              c.

            	
              The
      waivers granted by the Buyers in favor of the Company that are contained
      in this Agreement shall be null and void in the event the Company has
      breached its representation in
  Section 4(b).

            


    

     

    5.           Governing
Law.  This Letter Agreement shall be construed and enforced in
accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Letter Agreement and all disputes arising
hereunder shall be governed by, the laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New
York.

     

    6.           Amendment.  It
is the intention of the parties that this Letter Agreement modifies and amends
the Transaction Documents to the extent set forth herein or as otherwise
necessary to effectuate the intentions of the parties as set forth
herein.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    7.           No
Waiver.  The execution of this Letter Agreement is not, and
shall not be deemed to constitute, a waiver, cure, or forbearance of any default
arising prior or subsequent to the date of this Letter Agreement, nor shall it
constitute a reinstatement of the terms described in the Transaction Documents,
except as set forth herein.  The Company agrees that no delay on the
part of any of the Buyers in exercising any power or right shall operate as a
waiver of any such power or right or preclude the further exercise of any other
power or right.  Any remedies contained herein are cumulative and not
exclusive of any remedies provided by law.  Notice to or demand in
circumstances under which the terms of this Letter Agreement do not require such
notice or demand shall not entitle the Company to further notice or demand nor
constitute a waiver of the rights of the Buyers to take any other or further
action without notice or demand.

     

    8.           Continuing Validity of
Transaction Documents.  Except as expressly provided for in
this Letter Agreement, the other Transaction Documents and all other documents
executed in connection therewith shall continue unchanged in full force and
effect, in accordance with their respective terms, and the parties hereby
expressly confirm and reaffirm all of their respective liabilities, obligations,
duties and responsibilities under and pursuant to the other Transaction
Documents.

     

    9.           Transaction Document.
This Letter Agreement shall be deemed and constitute a “Transaction Document”
under the Securities Purchase Agreement.

     

    10.         Recitals. The
recitals set forth above are true and correct and are hereby incorporated into
this Letter Agreement as if set forth at length herein.

     

    11.         Counterparts.  This
Letter Agreement may be executed in two or more identical counterparts, all of
which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to each other
party; provided that a facsimile signature shall be considered due execution and
shall be binding upon the signatory thereto with the same force and effect as if
the signature were an original, not a facsimile signature.

     

    12.         Headings.  The
headings of this Letter Agreement are for convenience of reference and shall not
form part of, or affect the interpretation of, this Letter
Agreement.

     

    13.         Severability.  If
any provision of this Letter Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Letter Agreement in that jurisdiction
or the validity or enforceability of any provision of this Letter Agreement in
any other jurisdiction.

     

    14.         Further
Assurances.  Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
any other party may reasonably request in order to carry out the terms of this
Letter Agreement and the consummation of the transactions contemplated
hereby.

     

    Kindly
confirm your agreement with the foregoing by signing the copy of this letter
where indicated below.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the parties hereto have executed or caused this Letter
Agreement to be duly executed by an authorized officer as of the date first
above written.

     

    
      
        	 
      	
                Very
      Truly Yours,

              
	 
      	 
      
	 
      	
                Company:

              
	 
      	
                ENERJEX
      KANSAS, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Steve Cochennet

              
	 
      	 
      	
                Name:
      Steve Cochennet

              
	 
      	 
      	
                Title:
      Chief Executive Officer

              
	 
      	 
      
	 
      	
                Parent:

              
	 
      	
                ENERJEX
      RESOURCES, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Steve Cochennet

              
	 
      	 
      	
                Name:
      Steve Cochennet

              
	 
      	 
      	
                Title:
      Chief Executive Officer

              


      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    WEST
COAST OPPORTUNITY FUND,

    LLC

    


    
      
        	
                By:

              	
                /s/ Atticus Lowe

              	 
      
	 
      	
                Name:
      Atticus Lowe

              	 
      
	 
      	
                Title:
      Chief Investment Officer

              	 
      


      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    ENABLE
GROWTH PARTNERS LP

    


    
      
        	
                By:

              	
                /s/ Mitch Levine

              	 
      
	 
      	
                Name:  Mitch
      Levine

              	 
      
	 
      	
                Title:
      CEO

              	 
      


      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    ENABLE
OPPORTUNITY PARTNERS LP

    


    
      
        	
                By:

              	
                /s/ Mitch Levine

              	 
      
	 
      	
                Name:  Mitch
      Levine

              	 
      
	 
      	
                Title:
      CEO

              	 
      


      

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    FREY
LIVING TRUST

    


    
      
        	
                By:

              	
                /s/ Philip Frey Jr.

              	 
      
	 
      	
                Name:
      Philip Frey Jr.

              	 
      
	 
      	
                Title:
      Trustee

              	 
      


      

    


    
      
         


      

      
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