Exhibit
      10.1

    


    AMENDMENT
      NO. 2 

    TO
      

    AGREEMENT
      AND PLAN OF MERGER

    


    THIS
      AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
      (this
“Amendment”)
      is
      made and entered into this 31st day of July, 2006, by and between Platinum
      Energy Resources, Inc.,
      a
      Delaware corporation (“Parent”),
      Tandem
      Energy Holdings, Inc.,
      a
      Nevada corporation (“Target”),
      and
PER
      Acquisition Corp.,
      a
      Delaware corporation (“Acquisition
      Sub”).

    


    Background

    


    The
      parties have entered into that certain Agreement and Plan of Merger, dated
      January 26, 2006, as amended by Amendment No. 1 to the Agreement and Plan of
      Merger, dated June 30, 2006, which provides for the merger of Acquisition Sub
      with and into Target on the term and conditions set forth in the Merger
      Agreement (as amended, the “Merger
      Agreement”).
      Capitalized terms used herein and not otherwise defined shall have the meanings
      assigned thereto in the Agreement.

    


    The
      parties desire to amend the provisions of the Merger Agreement on the terms
      and
      conditions set forth herein. 

    


    Terms
      and Conditions

    


    In
      consideration of the mutual benefits to be derived from this Amendment, and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, and intending to be legally bound hereby, the parties
      hereto hereby agree as follows:

    


    


    
      
        1.
          Section
          3.02(a) of the Merger Agreement is hereby amended in its entirety to read
          as
          follows:

      

    

    


    “(a) Immediately
      prior to the Effective Time, Parent shall deliver to a disbursing agent selected
      by Target after consultation with Parent, all the costs of which will be paid
      by
      Parent (the “Agent”),
      the
      sum of One Hundred Two Million and No/100 Dollars ($102,000,000.00) less the
      amount of the Performance Deposit (as such term is defined in Section 3.06
      of
      this Agreement), for purposes of (i) paying in full the long-term indebtedness
      of Target and its Subsidiaries, (ii) depositing into an escrow account the
      Escrow Amount (as such term is defined in Section 3.07 below); and (iii) paying
      the remaining amounts to the shareholders of Target who are entitled by this
      Agreement to receive the merger consideration as a result of the
      Merger.”

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      
        2.
          The
          Merger Agreement is hereby amended to add the following new Section
          3.07:

      

    

    


    “3.07
      Escrow.
      The
      Major
      Shareholders hereby instruct the Agent to deposit, upon consummation of the
      Merger, into an interest bearing escrow account to be maintained by the Agent,
      as security for the indemnification obligations under Article 8, an aggregate
      of
      $5,000,000 to be held until the second anniversary of the Closing Date out
      of
      the portion of the aggregate merger consideration to be received by such Major
      Shareholders in the Merger in accordance with Section 3.01(c) (the “Escrow
      Amount”),
      which
      amount shall be divided among and deemed to have been contributed by the Major
      Shareholders in the proportions set forth in Annex A hereto, all in accordance
      with the terms and conditions of an escrow agreement to be entered into at
      the
      Closing among Parent, Target, the Major Shareholders and the Agent in the form
      to be mutually agreed upon by the parties hereto.

    


    3. Except
      as
      set forth above, the remaining terms and conditions of the Merger Agreement
      shall not be amended by this Amendment and shall remain in full force and
      effect, and binding in accordance with their respective terms. In particular,
      this Amendment shall not in any respect limit, reduce or otherwise modify the
      indemnification obligations of the Major Shareholders pursuant to Article 8
      of
      the Merger Agreement.

    


    4. This
      Amendment may be executed in two or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      one and the same instrument.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    Signatures

    


    To
      evidence the binding effect of the foregoing terms and condition, the parties
      have caused their respective duly authorized representative to execute and
      deliver this Amendment on the date first above written.

     

     

    
      	 	
              Parent:

              


              PLATINUM
                ENERGY RESOURCES, INC.

              


              


              By:
                /s/
                Mark
                Nordlicht                                      
                

              Mark
                Nordlicht,

              Chairman


               

               

              
Target:

              


              TANDEM
                ENERGY HOLDINGS, INC.

              


              


              By:
                /s/
                Tim G.
                Culp                                             
                

              Tim
                G. Culp

              President

              



              Acquisition
                Sub:



              PER
                ACQUISITION CORP.


              


              


              By:
                /s/
                Mark
                Nordlicht                                       
                

              Mark
                Nordlicht

              President

            


    

    
 

    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    The
      following persons hereby acknowledge that (i) they are the Major Shareholders
      defined in the Merger Agreement, and (ii) they are executing and delivering
      this
      Amendment in their individual capacities to evidence their agreement to be
      bound
      by the terms of this Amendment.

    


     

    
      	 	
              /s/
                Tim G.
                Culp                                                    
                

              Tim
                G. Culp

              


              


               

              /s/
                Jack A.
                Chambers                                            
                

              Jack
                A. Chambers

              


              


              


              /s/
                Michael G.
                Cunningham                                
                

              Michael
                G. Cunningham

              


              


              


              /s/
                Todd M.
                Yocham                                            
                

              Todd
                M. Yocham

            


    

     

    
      
         

      

      
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