Unassociated Document


    Exhibit
10.1

    


    


    THIS AMENDMENT AGREEMENT (this
“Amendment”), dated as of February 26,
2009 is entered into by and among Epic Energy Resources, Inc., a Colorado
corporation (the “Company”),
the persons identified as “Holders” on the signature pages hereto (the “Holders”)
and only to the extent set forth below the signatures hereto under the heading
“Agreement by John S. Ippolito and Rex P. Doyle”, John S. Ippolito, as an
individual (“JSI”),
and Rex P. Doyle, as an individual (“RPD”).  Defined
terms not otherwise defined herein shall have the meanings set forth in the
Purchase Agreement (as defined below). As used herein, the term “Agent” shall
mean Whitebox Convertible Arbitrage Partners, LP.

     

    WHEREAS, pursuant to a Purchase Agreement,
dated as of December 5, 2007 (the “Purchase
Agreement”), among the Company and the Holders listed on Schedule A hereto,
such Holders purchased from the Company (i) 10% Secured Debentures (the “Debentures”)
and (ii) warrants exercisable for shares of Common Stock.

     

    WHEREAS, the parties desire to
amend the Purchase Agreement and certain other Transaction Documents pursuant to
the terms hereof.

     

    NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, each Holder and the Company hereby agrees as follows:

     

    1. Transfer of Shares of Common
Stock.

    


    Each of
JSI and RPD represents, warrants and covenants on behalf of himself the
following:

    


    (A) Subject to the terms and conditions
hereunder, and as partial consideration for the amendments and waivers herein,
JSI and RPD each agrees to transfer to each Holder, on a pro-rata basis,
3,209,877 shares, for an aggregate total of 6,419,754 shares (the “Shares”),
of Common Stock, in the individual amounts set opposite such Holder’s name on
Schedule A hereto.  On or before the tenth Trading Day from the date
hereof, the Company shall deliver to each Holder certificates evidencing its
respective Shares and evidence that the original certificates evidencing the
Shares being transferred hereunder have been cancelled. Notwithstanding the
forgoing, until the tenth Trading Day after receipt by the Company of the
required documentation (reasonably acceptable to the Company) for the
assignments of Debentures to Whitebox Combined Partners, LP. and IAM Mini-Fund
14, Ltd.. and for the assignment of Debentures with a $500,000 face amount to
Whitebox Special Opportunities Funds Series B Partners, LP (the foregoing three
assignees are collectively referred to as the “New
Assignees”), the Company is not obligated to deliver the shares due
hereunder to the New Assignees.  On or before the tenth Trading Day
from the date of receipt by the Company of the required documentation
(reasonably acceptable to the Company) for the assignments of Debentures to the
New Assignees, the Company shall deliver to the New Assignees certificates
evidencing its respective Shares, and evidence that the original certificates
evidencing the Shares being transferred hereunder have been cancelled. A legend
restricting the transfer of the Shares pursuant to the Securities Act of 1933,
as amended (the “1933 Act”) has been or will be placed on any certificate(s) or
other documents evidencing the Shares transferred to each Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (B) JSI and RPD each has owned the
Shares since April 4, 2006, and acquired the Shares for his own account and not
with a view to, or for sale in connection with, any distribution, resale or
public offering of such Shares or any part thereof in violation of the 1933
Act.  A copy of the original stock certificate(s) evidencing the
Shares is attached hereto.  JSI and RPD hereby represent that he has
the power and authority to execute and deliver this Amendment, with respect to
this Section 1 only, and to perform his respective obligations hereunder, all of
which have been duly authorized by all requisite action.  This
Amendment, with respect to this Section 1 only, has been duly authorized,
executed and delivered by JSI and RPD and constitutes valid and binding
obligations, enforceable against JSI and RPD in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.

     

    (C) JSI
and RPD each has consulted such legal, tax and investment advisors as he, in his
sole discretion, has deemed necessary or appropriate in connection with his
disposition of the Shares.

     

    (D) Each
of JSI and RPD owns his respective Shares beneficially and of record, free and
clear of any liens, claims or encumbrances, except for 1933 Act restrictions
(collectively, “Encumbrances”).  Neither
JSI nor RPD has entered into any agreement, arrangement or other understanding
(i) granting any option, warrant or right of first refusal with respect to the
Shares to any Person, (ii) restricting his right to transfer the Shares to the
Holders, or (iii) restricting any other of his rights with respect to the
Shares.  Each of JSI and RPD has the absolute and unrestricted right,
power and capacity to sell, assign and transfer the Shares to the Holder free
and clear of any Encumbrances, except for 1933 Act restrictions.  Upon
the consummation of the transactions hereunder, each Holder will acquire good,
valid and marketable title to its respective Shares, free and clear of any
Encumbrances and subject to the 1933 Act.  Except as specifically set
forth in this Amendment, neither JSI nor RPD has entered into any agreement,
arrangement or understanding (written or oral) of any nature with any Person
with respect to the transactions contemplated hereby, including, without
limitation, any agreement or understanding (written or oral) with the Company or
any of its shareholders to purchase or otherwise receive shares of Common Stock
or other securities.

    


    (E) To the knowledge of each of JSI and
RPD, there is no action, suit, proceeding, judgment, claim or investigation
pending, or threatened against JSI or RPD which could reasonably be expected in
any manner to challenge or seek to prevent, enjoin, alter or materially delay
any of the transactions contemplated hereby.

     

    (F) Neither JSI nor RPD is under the
jurisdiction of a court in a Title 11 or similar case (within the meaning of
Bankruptcy Code Section 368(a)(3)(A) (or related provisions)) or involved in any
insolvency proceeding or reorganization.

     

    (G) Each
of JSI and RPD acknowledges that the execution, delivery and performance of his
respective obligations under this Amendment are a material inducement to each
Holder to complete the transactions contemplated hereunder.  Each of
JSI and RPD hereby represents that the he has received adequate consideration
for the transfer of the Shares to the Holders hereunder, and that as an officer,
director and shareholder of the Company, he will directly and indirectly benefit
from the transactions contemplated hereunder.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2. Amendments to the Purchase
Agreement and Debentures.

    


    (A) The following is added as new
Section 4.19 of the Purchase Agreement:

    


    “4.19 EBITDA

     

    
      	
            	
              (a)

            	
              As
      used herein, “EBITDA” means,
      for the applicable period, earnings before interest, taxes, depreciation,
      amortization and other non-cash items (such as, but not limited to,
      non-cash compensation and bad debt) of the Company and its consolidated
      Subsidiaries, consistently applied, plus (i) any provision for (or less
      any benefit from) income taxes, (ii) any deduction for interest expense,
      net of interest income, and (iii) depreciation and amortization
      expense.

            


    

     

    
      	
            	
              (b)

            	
              The
      Company shall achieve, on a consolidated basis, EBITDA of at least the
      required amount set forth in the table below for the applicable period
      indicated:

            


    

    


    


    
      
        
          	
                  Period

                	
                  Cumulative EBITDA

                
	
                  For
      the three months ending March 31, 2009

                	
                  $100,000

                
	
                  For
      the six months ending June 30, 2009

                	
                  $1,500,000

                
	
                  For
      the nine months ending September 30, 2009

                	
                  $3,400,000

                
	
                  For
      the twelve months ending December 31, 2009

                	
                  $4,400,000

                


        

      

    

     

    (c) For
each three month period commencing on January 1, 2010 and ending on each March
31, June 30, September 30 and December 31 thereafter, until the Debentures are
no longer outstanding, the Company shall achieve, on a consolidated basis,
EBITDA of at least $1,000,000.

    


    (d) (i) As soon as available, and in
any case not later than fifteen (15) calendar days after the end of each monthly
period through the month ending December 31, 2009 and for any other month that
ends with the Company in default, the Company shall submit to Whitebox
Convertible Arbitrage Partners, LP (the “Agent”) a report that includes, with
respect to the last day of the subject monthly period, the Company’s total
amount of accounts receivable, accounts payable and its total amount of cash, an
accounts receivable aging report which shows all outstanding receivables and the
closing monthly statement for each bank account maintained by the company or any
of its Subsidiaries.

    


    (ii) As
soon as available, and in any case not later than twenty-five (25) calendar days
after the end of each of calendar month through the maturity date of the
Debentures, the Company shall submit to Agent consolidated profit and loss
statements, together with a calculation of EBITDA, for that month.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (iii) As
soon as available, and in any case not later than fifty-one (51) calendar days
after the end of each of the first three calendar quarters of each calendar year
and not later than one-hundred and six (106) days after the end of the fourth
calendar quarter of each calendar year, the Company shall submit to Agent a
balance sheet, a statement of profits and losses, and a statement of cash flows,
in each case prepared in accordance with GAAP on a consolidated basis, certified
by the chief financial officer and chief executive officer of the Company in
accordance with Section 302(a) of the Sarbanes-Oxley Act of 2002.

    


    (e) All
monthly reports delivered under Section 4.19(d)(ii) shall include details of the
calculation of EBITDA for that report, which information and calculations shall
be reasonably acceptable to Company and Agent. If the Company fails to satisfy
the covenants set forth in this Section 4.19 and the Company fails to cure such
failure within 5 Business Days after receipt of written notice from the Agent of
the failure, it shall constitute an “Event of Default” under the
Debentures.”

    


    (B) The
following is hereby added as new Section 4.20 of the Purchase
Agreement:

    


    “Limitation on Certain
Issuances.  Until June 30, 2010, the aggregate number of shares
of Common Stock and Common Stock Equivalents issuable by the Company and its
Subsidiaries to their respective employees, consultants, officers, directors and
advisors shall not exceed 10,000,000 shares (subject to adjustment for forward
and reverse stock splits, stock dividends stock combinations and other similar
transactions of the Common Stock that occur after February26, 2009). In addition, until the
earlier of (i) such time that the Purchasers no longer hold any Securities or
(ii) one year prior to the expiration date of the Warrants (regardless of
whether any or all Warrants have been exercised), neither the Company nor any
Subsidiary shall issue any shares of Common Stock and Common Stock Equivalents
to their respective employees, consultants, officers, directors and advisors
with a strike price, conversion price, exercise price, or at an effective price
per share, less than $0.50 (subject to adjustment for forward and reverse stock
splits, stock dividends stock combinations and other similar transactions of the
Common Stock that occur after February26, 2009).”

    


    (C) The
following is hereby added as new Section 4.21 of the Purchase
Agreement:

    


    “Limitation on Executive
Compensation. For calendar years 2009 and 2010, so long as the Debentures
are outstanding, the Company shall not, and shall not permit any of its
subsidiaries (whether or not a Subsidiary on the Closing Date) to, directly or
indirectly, (x) increase the individual cash salaries of any officers and
executives identified by name in the Incentive Compensation Plan or the
aggregate salaries of any officers and executives identified by name in the
Incentive Compensation Plan beyond the 2008 levels, (y) make any contribution to
any “401(k)”, (z) and
pay any bonuses in cash, stock or other compensation. The above limitation shall
last until the end of calendar year 2010, or until such time that the Company’s
annual EBITDA (as derived from audited financial statements) exceeds $7,000,000,
or the holders of at least 67% in principal amount of the then outstanding
Debentures shall have otherwise given their prior written consent. Upon
exceeding annual EBITDA of $7,000,000 Company may reinstate contributions to any
“401(k)”and pay cash bonuses of up to $750,000 in the aggregate annually, but
only to the extent that such cash bonuses are approved by the independent
compensation committee of the Company’s board of directors. Notwithstanding
anything herein to the contrary, the payment of bonuses described in this
Section shall not be permitted in the event that the “Event of Default”
described in Section 4.19(e) is then occurring.”

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    (D) The
following is hereby added as a new clause (x) in the definition of “Equity
Conditions” in Section 1 of the Debentures:

    


    “and (x)
the VWAP for the each Trading Day during the 20 Trading Days immediately prior
to the date in question is equal to or greater than $0.50 (subject to adjustment
for reverse and forward stock splits, stock dividends, stock combinations and
other similar transactions of the Common Stock that occur after February 26,
2009).”

    


    (E) The
following is hereby added as new Section 6(d) of the Debentures:

    


    “(d)
Mandatory
Redemption.  Subject to the provisions of this Section 6(d), in
addition to the other payments required hereunder, within two Business Days
following the date the “Milestone Payment” (as defined below) has cleared a
deposit account of the Company as being transferable funds, the Company shall
redeem some or all of the then outstanding principal amount of this Debenture,
for cash, in an amount equal to the Holder’s pro-rata portion of 50% of such
Milestone Payment (such date, the “Mandatory  Redemption
Date” and such redemption, the “Mandatory
Redemption”).  The amounts due under this Section are payable
in full on the Mandatory Redemption Date.  All payments under this
Section 6(d) shall be applied ratably to all Holders based on the amount of
outstanding Debentures for which each of them is the record owner on the date
that the Milestone Payment is received by the Company.  The Company
hereby agrees to publicly disclose any Milestone Payment within two Trading Days
from the date such payment has cleared a deposit account of the Company as being
transferable funds.  If any portion of the payments owed pursuant to
this Section shall not be paid by the Company by the applicable due date,
interest shall accrue thereon at an interest rate equal to the lesser of 18% per
annum or the maximum rate permitted by applicable law until such amount is paid
in full.  As used herein, the term “Milestone Payment” means any and
all payments received by the Company or any Subsidiary in connection with the
accounts receivable from Storm Cat Energy Corporation that were due and payable
as of November 10, 2008.”

    


    (F) The
following is hereby added as an Event of Default under the Debentures as new
Section 8(a)(xiv):

     

    “(xiv)
the Company or any subsidiary shall open, establish or otherwise maintain any
deposit account or bank account of any nature unless, prior thereto, the Company
shall have caused an account
control agreement, in form and substance in each case satisfactory to the
Agent, to be entered into
and delivered to the Agent
for the benefit of the holders of the Debentures.”

     

    3. Restructuring of EIS
Agreement.  On or prior to the date hereof, the Company shall
have delivered to Agent evidence that the Company has restructured the EIS
Agreement to provide that the $1,070,000 in payments owed to EIS by the Company
will be paid as follows: $250,000 on April 1, 2010, $250,000 on July 1, 2010,
$250,000 before October 1, 2010, and $320,000 on January 1, 2011.  The
evidence shall be in form and substance reasonably acceptable to the
Agent.

    


    4. Payment of December 1, 2008
Quarterly Redemption Amount.  The Company hereby agrees to pay
the Quarterly Redemption Amount(s) (as defined in the Debentures) under each
Debenture scheduled to have been paid on December 1, 2008, on or before February
27, 2009.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    5. Waivers.  Subject
to the terms and conditions set forth herein, each Holder severally, and not
jointly, hereby waives the right to collect all accrued but unpaid liquidated
damages plus any late fees thereon under the “Registration Rights Agreement”
that have accrued through the date hereof.  Subject to the terms and
conditions set forth herein, each Holder  hereby waives, severally,
and not jointly, the following prior occurrences, each of which may be deemed to
cause an Event of Default (as defined in the Debentures) to the extent that
these matters occurred on or before the date of execution of this Amendment: (i)
the failure to timely pay the Quarterly Redemption Amount due under the
Debentures on December 1, 2008; (ii) failure to have the Initial Registration
Statement (as defined in the Registration Rights Agreement) declared effective
by the Commission on or prior to the 180th day
after the Closing Date; (iii) failure to offer to repay, repurchase or otherwise
acquire Indebtedness (as defined in the Debentures) to all Holders of the
Debentures on a pro-rata basis; (iv) failure to have caused an account control agreement to be
entered into for the benefit of
the Holders of the Debentures upon the Company opening a new deposit
account or bank account; and (v) the closing of certain bank or deposit accounts
of the Company, provided that on or before the date hereof, the Company delivers
a deposit account control agreement covering the account or accounts into which
the contents of the closed account were transferred. Subject to the terms and
conditions set forth herein, to the extent that a Holder has requested
acceleration of payment of its Debenture, the Holder hereby rescinds such
request and any resulting acceleration of its Debenture with respect to the
matters waived in this Section.  Except as expressly set forth herein,
nothing contained in this Amendment shall be construed to waive, limit, impair
or otherwise affect any rights of a Holder in respect of any “Event of Default”
(as defined in the Debentures) that occurs after the date of this
Agreement.

    


    6. Representations and
Warranties.  The Company hereby makes to the Holders the following
representations and warranties:

     

    (A) Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by this
Amendment and otherwise to carry out its obligations hereunder and
thereunder.  The execution and delivery of this Amendment by the
Company and the consummation by it of the transactions contemplated hereby have
been duly authorized by all necessary action on the part of the Company and no
further action is required by the Company, its board of directors or its
stockholders in connection therewith.  This Amendment has been duly
executed by the Company and, when delivered in accordance with the terms hereof
will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms except (i) as limited by
general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law.

     

    (B) No
Conflicts.  The execution, delivery and performance of this
Amendment by the Company and the consummation by the Company of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any
provision of the Company’s or any Subsidiary’s certificate or articles of
incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, result in the creation of any Lien
upon any of the properties or assets of the Company or any Subsidiary, or give
to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any material agreement,
credit facility, debt or other material instrument (evidencing a Company or
Subsidiary debt or otherwise) or other material understanding to which the
Company or any Subsidiary is a party or by which any property or asset of the
Company or any Subsidiary is bound or affected, or (iii) conflict with or result
in a violation of any law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental authority to which the Company
or a Subsidiary is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), such
as could not have or reasonably be expected to result in a Material Adverse
Effect.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (C) Equal
Consideration.  No consideration has been paid to any person to
amend or consent to a waiver, modification, forbearance or otherwise of any
provision of any of the Transaction Documents.

     

    (D) Survival and Bring
Down.

    All of
the Company’s warranties and representations contained in this Amendment shall
survive the execution, delivery and acceptance of this Agreement by the parties
hereto.  Except as set
forth on the Amended and Restated Schedules attached hereto, which shall amend
and restate the Schedules attached to the Purchase Agreement,
the  Company expressly reaffirms that each of the representations and
warranties set forth in the Purchase Agreement, continues to be true, accurate
and complete in all material respects as of the date hereof (except for any
representation and warranty made as of a certain date, in which case such
representation and warranty shall be true, accurate and complete as of such
date), and the Company hereby remakes and incorporates herein by reference each
such representation and warranty as though made on the date of this
Agreement.

     

    (E) No
Defaults.  Following the execution and delivery of this
Amendment by the parties hereto, no Event of Default (as defined in the
Debentures) has occurred and is continuing as of the date hereof.

     

    7. Legal
Opinion.  Concurrently herewith, the Company shall deliver to
the Holders an opinion of outside counsel regarding the proper legal
authorization, and the validity, binding nature and enforceability of this
Amendment, and with such opinion, in form and substance reasonably acceptable to
Agent.

    


    8. Miscellaneous.

    


    (A) (i)The waivers, agreements and
amendments set forth herein shall not be effective unless and until (a) all
Holders of at least $19,750,000 shall have agreed to the terms and conditions
hereunder and executed and delivered their signature page hereto to the Company
and (b) all conditions precedent to the effectiveness of this Amendment shall
have been satisfied. In addition, the respective obligations, amendments,
agreements and waivers of the Holders hereunder are subject to the accuracy in
all material respects of the representations and warranties of the Company
contained herein.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (ii) The
undersigned agree that they will not be entitled to declare a default or
exercise rights of default under any of the Transaction Documents solely because
one or more Holders who have not agreed to the terms of this Amendment declare a
default or defaults under any of the Transaction Documents.

    


    (B) Except as expressly set forth
herein, each Holder, to its knowledge without independent investigation,
acknowledges there are no “Events of Default” (as defined in the Debentures)
under its Debentures, except for those being waived pursuant to Section 5
hereunder, that currently exist as of the date of that Holder’s execution of
this Agreement.

    


    (C)
Except as expressly set forth above, all of the terms and conditions of the
Transaction Documents (as defined in the Purchase Agreement) shall continue in
full force and effect after the execution of this Amendment and shall not be in
any way changed, modified or superseded by the terms set forth
herein.  Within 1 Trading Day of the date hereof, the Company shall
issue a Current Report on Form 8-K reasonably acceptable to the Agent, attaching
this Amendment, and disclosing the material terms of the transactions
contemplated hereby.  The parties agree that each of them and/or their
respective counsel has reviewed and had an opportunity to revise this Amendment
and, therefore, the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Amendment or any amendments hereto.

    


    (D) This Amendment may be executed in
two or more counterparts and by facsimile signature or otherwise, and each of
such counterparts shall be deemed an original and all of such counterparts
together shall constitute one and the same agreement. The Company hereby agrees
that it will reimburse Agent up to $30,000 for its legal fees and expenses upon
its execution of this Amendment.   Except as set forth in this
section, each party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and
performance of this Amendment.

    


    (E) The Company has elected to provide
all Holders with the same terms and form of amendment, consent and waiver for
the convenience of the Company and not because it was required or requested to
do so by the Holders.  The obligations of each Holder under this
Amendment and any Transaction Document are several and not joint with the
obligations of any other Holder, and no Holder shall be responsible in any way
for the performance or non-performance of the obligations of any other Holder
under this Amendment or any Transaction Document.  Nothing contained
herein or in any Transaction Document, and no action taken by any Holder
pursuant thereto, shall be deemed to constitute the Holders as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Holders are in any way acting in concert or as a group with
respect to such obligations or the transactions contemplated by this Amendment
or the Transaction Documents.  Each Holder shall be entitled to
independently protect and enforce its rights, including without limitation, the
rights arising out of this Amendment or out of the other Transaction Documents,
and it shall not be necessary for any other Holder to be joined as an additional
party in any proceeding for such purpose.  Each Holder has been
represented by its own separate legal counsel in their review and negotiation of
this Amendment and the Transaction Documents.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, this Amendment is executed as of the date first set forth
above.

    


    
      
        
          
            
              	 
      	
                      EPIC
      ENERGY RESOURCES, INC.

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/Rex P. Doyle

                    
	 
      	
                      Name:

                    	
                      Rex
      P. Doyle

                    
	 
      	
                      Title:

                    	 
      


            

          

        

      

    

    


    Agreement
By John S. Ippolito and Rex P. Doyle:

    


    By his
signature below, each of John S. Ippolito and Rex P. Doyle acknowledges and
agrees to the provisions set forth in Section 1 hereof and that he is signing
this Amendment solely for the purpose of agreeing to the provisions of Section
1.

    


    
      
        	 
      	
                Rex
      P. Doyle, individually

              
	 
      	 
      
	 
      	
                /s/Rex P. Doyle

              
	 
      	
                Rex
      P. Doyle

              
	 
      	 
      
	 
      	
                Address
      for notice:

              
	 
      	 
      
	 
      	
                John
      S. Ippolito, individually

              
	 
      	 
      
	 
      	
                /s/John S. Ippolito

              
	 
      	
                John
      S. Ippolito

              
	 
      	 
      
	 
      	
                Address
      for notice:

              


      

    

     

    [signature
page(s) of Holders to follow]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    COUNTERPART
SIGNATURE PAGE

    OF HOLDER
TO

    EPCC
AMENDMENT

     

    
      
        
          
            
              	 
      	
                      Name
      of Holder:

                    	
                      Whitebox Convertible Arbitrage Partners
      LP

                    


            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              By:

                            	
                              /s/ Jonathan Wood

                            
	 
      	 
      	 
      
	 
      	
                              Name:

                            	
                              Jonathan Wood

                            
	 
      	 
      	 
      
	 
      	
                              Title:

                            	
                              Cheif Operating
      Officer/Director

                            


                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    COUNTERPART
SIGNATURE PAGE

    OF HOLDER
TO

    EPCC
AMENDMENT

     

    
      
        
          
            
              	 
      	
                      Name
      of Holder:

                    	
                      Pandora Select
  Partners

                    


            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              By:

                            	
                              /s/ Jonathan Wood

                            
	 
      	 
      	 
      
	 
      	
                              Name:

                            	
                              Jonathan Wood

                            
	 
      	 
      	 
      
	 
      	
                              Title:

                            	
                              Chief Operating
      Officer/Director

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    COUNTERPART
SIGNATURE PAGE

    OF HOLDER
TO

    EPCC
AMENDMENT

     

    
      
        
          
            
              	 
      	
                      Name
      of Holder:

                    	
                      Whitebox Special Opportunities Fund Series B
      Partners,
LP

                    


            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              By:

                            	
                              /s/ Jonathan Wood

                            
	 
      	 
      	 
      
	 
      	
                              Name:

                            	
                              Jonathan Wood

                            
	 
      	 
      	 
      
	 
      	
                              Title:

                            	
                              Chief Operating
      Officer/Director

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    COUNTERPART
SIGNATURE PAGE

    OF HOLDER
TO

    EPCC
AMENDMENT

     

    
      
        
          
            
              	 
      	
                      Name
      of Holder:

                    	
                      Whitebox Combined Partners
    LP

                    


            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              By:

                            	
                              /s/ Jonathan Wood

                            
	 
      	 
      	 
      
	 
      	
                              Name:

                            	
                              Jonathan Wood

                            
	 
      	 
      	 
      
	 
      	
                              Title:

                            	
                              Chief Operating
      Officer/Director

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    COUNTERPART
SIGNATURE PAGE

    OF HOLDER
TO

    EPCC
AMENDMENT

     

    
      
        
          
            
              	 
      	
                      Name of
      Holder:

                    	
                      IAM Mini-Fund 14
  Limited

                    


            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	
                                          By:

                                        	
                                          /s/ Gary S. Long

                                        
	 
      	
                                          By:

                                        	
                                          /s/ Mufeed Rajab

                                        
	 
      	 
      	 
      
	 
      	
                                          Name:

                                        	
                                          Gary S. Long

                                        
	 
      	
                                          Name:

                                        	
                                          Mufeed Rajab

                                        
	 
      	 
      	 
      
	 
      	
                                          Title:

                                        	
                                          Director/Director

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    COUNTERPART
SIGNATURE PAGE

    OF HOLDER
TO

    EPCC
AMENDMENT

     

    
      
        
          
            
              	 
      	
                      Name of
      Holder:

                    	
                      Midsummer Investment,
  Ltd.

                    


            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            By:

                          	
                            /s/ Joshua Thomas

                          
	 
      	
                            Name:

                          	
                            Joshua Thomas

                          
	 
      	
                            Title:

                          	
                            Managing
Director

                          


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    COUNTERPART
SIGNATURE PAGE

    OF HOLDER
TO

    EPCC
AMENDMENT

     

    
      
        
          
            
              	 
      	
                      Name of
      Holder:

                    	
                      Shelter Island Opportunity Fund,
      LLC

                    


            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              By:

                            	
                              /s/ Stephen Saltzstein

                            
	 
      	 
      	 
      
	 
      	
                              Name:

                            	
                              Stephen Saltzstein

                            
	 
      	
                              Title:

                            	
                              Principal

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    COUNTERPART
SIGNATURE PAGE

    OF HOLDER
TO

    EPCC
AMENDMENT

     

    
      
        
          
            
              	 
      	
                      Name of
      Holder:

                    	
                      Todd M.
Binet

                    


            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              By:

                            	
                              /s/ Todd M. Binet

                            
	 
      	 
      	 
      
	 
      	
                              Name:

                            	
                              Todd M. Binet

                            
	 
      	
                              Title:

                            	
                              Individual

                            


                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    COUNTERPART
SIGNATURE PAGE

    OF HOLDER
TO

    EPCC
AMENDMENT

     

    
      
        
          
            
              
                
                  	 
      	
                          Name of
      Holder:

                        	
                          H. Steven
Walton

                        


                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            By:

                          	
                            /s/ H. Steven Walton

                          
	 
      	
                            Name:

                          	
                            H. Steven Walton

                          
	 
      	
                            Title:

                          	
                            Self

                          


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    COUNTERPART
SIGNATURE PAGE

    OF HOLDER
TO

    EPCC
AMENDMENT

     

    
      
        
          
            
              	 
      	
                      Name of
      Holder:

                    	
                      Peter B.
Morin

                    


            

          

        

      

    

    


    
      
        
          
            
              
                
                  	 
      	
                          By:

                        	
                          /s/ Peter B. Morin

                        
	 
      	
                          Name:

                        	
                          Peter B. Morin

                        
	 
      	
                          Title:

                        	
                                  
  

                        


                

              

            

          

        

      

    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    COUNTERPART
SIGNATURE PAGE

    OF HOLDER
TO

    EPCC
AMENDMENT

    


    
      
        
          
            
              
                
                  	 
      	
                          Name of
      Holder:

                        	
                          William H. Wilson
  Jr.

                        


                

              

            

          

        

      

    

    


    
      
        
          
            
              
                	 
      	
                        By:

                      	
                        /s/ William H. Wilson
Jr.

                      
	 
      	
                        Name:

                      	          
      
	 
      	
                        Title:

                      	        
        


              

            

          

        

      

    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  	
                          DEBENTURE INVESTORS:

                        	 	
                          NUMBER OF SHARES TO BE
      TRANSFERRED

                        	 
	 
      	 	 	 
	
                          Shelter
      Island Opportunity Fund, LLC

                        	 	 	320,988	 
	
                          William
      H. Wilson Jr.

                        	 	 	22,469	 
	
                          H.
      Steven Walton

                        	 	 	16,049	 
	
                          Peter
      Morin

                        	 	 	20,864	 
	
                          Todd
      M. Binet

                        	 	 	20,864	 
	
                          Midsummer
      Investment, Ltd.

                        	 	 	2,166,667	 
	
                          Whitebox
      Convertible Arbitrage Partners, LP

                        	 	 	814,346	 
	
                          Pandora
      Select Partners, LP

                        	 	 	962,963	 
	
                          Whitebox
      Special Opportunities Fund Partners Series B, LP

                        	 	 	1,123,457	 
	
                          Whitebox
      Combined Partners, LP.

                        	 	 	834,568	 
	
                          IAM
      Mini-Fund 14, Ltd.

                        	 	 	116,519	 
	 
      	 	 	 	 
	
                          Total

                        	 	 	6,419,754	 


                

              

            

          

        

      

    

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    Schedule
3.1(a) – Subsidiaries and Joint Ventures

    This
schedule 3.1(a) hereby amends and restates the original schedule 3.1(a) to the
purchase agreement.

    Subsidiary
Companies -

    
      
        
          	
                	
                  1.

                	
                  The Carnrite Group
      (TCG). On August 13, 2007, Epic acquired 100% ownership of The
      Carnrite Group (TCG). The acquisition comprised 100% stock purchase. The
      acquisition has been treated as a business combination under Statement of
      Financial Accounting Standards No. 141 (SFAS 141). For management
      reporting purposes, TCG is accounted for as a separate business unit. For
      SEC reporting purposes, TCG is included on a consolidated
      basis.

                


        

      

    

     

    
      
        	
              	
                2.

              	
                Pearl Investment Company
      (Pearl). On December 5, 2007, Epic acquired 100% ownership of Pearl
      Investment Company (Pearl) in a transaction that comprised both stock and
      cash. The acquisition has been treated as a business combination under
      Statement of Financial Accounting Standards No. 141 (SFAS 141). For
      management reporting purposes, Pearl is accounted for as a separate
      business unit. For SEC reporting purposes, Pearl is included on a
      consolidated basis.

              


      

    

     

    
      
        	
              	
                3.

              	
                Epic Integrated Solutions
      (EIS). On February 20, 2008, Epic acquired 100% ownership of Epic
      Integrated Solutions (EIS) in a transaction that comprised both stock and
      cash. The acquisition has been treated as a business combination under
      Statement of Financial Accounting Standards No. 141 (SFAS 141). For
      management reporting purposes, EIS is accounted for as a separate business
      unit. For SEC reporting purposes, EIS is included on a consolidated
      basis.

              


      

    

     

    Joint
Venture –

    
      
        	
              	
                1.

              	
                Epic Exploration and
      Production, LLC – In July 2007, Epic formed a subsidiary, Epic
      Exploration and Production, LLC, for the purpose of acquiring and
      developing oil and gas assets. Epic has a 50% ownership interest in this
      entity with the remaining 50% owned by a private investment company UIV,
      LLC (UIV). Epic is the designated manager of this entity and provides
      operational engineering and organizational support along with 100%
      responsibility for all day-to-day activities. For management reporting
      purposes, Epic Exploration and Production is accounted for as a separate
      business unit. For SEC reporting purposes, Epic Exploration and Production
      is included on a consolidated
basis.

              


      

    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    Schedule
3.1(i) – Material Changes, Undisclosed Events, Liabilities or
Developments

    Pearl has
contracted to provide engineering, procurement, and construction management
(EPCM) services to support the build-out of a sour gas processing facility
located in UAE. The value of the contract is estimated to be approximately $22.0
million dollars.  The unit will be designed to process 60 Million
Standard Cubic Feet per Day (MMSCFD) of sour gas containing up to 4% H2S.  Pearl
will commence immediately to provide EPCM services and estimates that the first
phase of the project will be completed by year end 2009.  New
processing units will be integrated into an existing gas plant and will consist
of new amine treating and modifications to the condensate stabilization, inlet
compression, gas dehydration, cryogenic processing for LPG recovery and export
compression to the sales pipeline.  The design will also include
provisions for the future installation of a Sulfur Recovery Unit.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Schedule
3.1(ee) – Company Independent Auditors

    This
schedule 3.1(ee) hereby amends and restates the original schedule 3.1(ee) to the
purchase agreement.

    Epic
Energy Resources has engaged the following Certified Public Accounting firm to
provide auditing services.

    Malone & Bailey, PC

    Certified Public Accounting
Firm

    10350 Richmond Ave, Suite
800

    Houston, TX 77042

    713-343-4200

    www.malone-bailey.com

     

    
      
        
        

      

      
        24