ENERJEX
RESOURCES, INC.

    27
Corporate Woods, Suite 350

    10975
Grandview Drive

    Overland
Park, Kansas 66210

    


    November
16, 2009

    


    
      
        	
                West
      Coast Opportunity Fund, LLC

              	 
      	
                Frey
      Living Trust

              
	
                2151
      Alessandro Drive, Suite 100

              	 
      	
                4105
      NE Rigels Cove Way

              
	
                Ventura,
      CA 93001

              	 
      	
                Jensen
      Beach, FL 34957

              
	 
      	 
      	 
      
	
                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
Buyers were issued shares of the Parent’s common stock (the “Shares”) under the
terms of the Purchase Agreement and Transactions Documents.

     

    B.           The
Company and Parent desire to amend the Debentures to allow for the retirement of
a portion of the Shares as, and when, the Company redeems any of the
Debentures.

     

    C.           The
Buyers have certain participation rights for Subsequent Placements made by
Parent while any Debenture is outstanding.

     

    D.           The
Company and the Buyers wish to amend certain Sections of the Debentures, the
Securities Purchase Agreement and the Transaction Documents as set forth
herein.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    E.           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
Debenture.  The Company and the Buyers hereby agree that the
COMPANY REDEMPTION Section of the Debentures shall be amended and restated to
read as follows:

     

    (6)       COMPANY
REDEMPTION.

     

    
      	
               
      

            	
              (a)

            	
              Redemption of
      Debentures. The Company may elect to pay to the Holder of this
      Debenture the Company Redemption Amount, subject to and in accordance with
      the terms of this Section 6, by redeeming the Principal, in whole or in
      part, in accordance with this Section 6 (a “Company
      Redemption”).  On or prior to the date which is the sixth
      (6th) Trading Day prior to the Company Redemption (each, a “Company Redemption Notice Due
      Date”), the Company shall deliver written notice (each, a “Company Redemption
      Notice”), to the Holder which Company Redemption Notice shall state
      the amount  which the Company elects to redeem pursuant to a
      Company Redemption (the “Company Redemption
      Amount”), which amount shall be applied, on a pro rata basis to all
      outstanding Company Debentures, to the outstanding Principal, together
      with accrued and unpaid Interest with respect to such Company Redemption
      Amount and accrued and unpaid Late Charges with respect to such Company
      Redemption Amount and Interest. Each Company Redemption Notice shall be
      irrevocable. The Company shall redeem the applicable Company Redemption
      Amount of this Debenture pursuant to this Section 6 together with the
      corresponding Company Redemption Amounts of the Other Debentures pursuant
      to the corresponding provisions of the Other Debentures.  If the
      Company elects a Company Redemption, then the Company Redemption Amount
      which is to be paid to the Holder on the applicable Company Redemption
      Date shall be redeemed by the Company on such Company Redemption Date, and
      the Company shall pay to the Holder on such Company Redemption Date, by
      wire transfer of immediately available funds, an amount in cash equal to
      the Company Redemption Amount.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              Retirement of
      Shares. In accordance with the schedule attached hereto as Exhibit
      A, and at any time before the Maturity Date, if the Company completes a
      Company Redemption within the time frames set forth on Exhibit A, or in
      advance of any time frames set forth therein, the Holder of this Debenture
      shall tender a number of the Parent’s shares of common stock held by the
      Holder for immediate cancellation in accordance with the schedule attached
      hereto as Exhibit A.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Transfer
      Restrictions. For as long as the Company is in compliance with the
      redemption and retirement schedule set forth on Exhibit A, the Holder
      irrevocably agrees not to pledge, hypothecate, transfer, sale or otherwise
      encumber any shares of the Parent’s common stock currently held by Holder
      or otherwise issued to Holder after the date
  hereof.

            


    

     

    3.           Amendment to Securities
Purchase Agreement. The Company, the Parent and the Buyers hereby agree
that the COVENANTS Section 4(o)(iv) of the Debentures shall be amended and
restated to read as follows:

     

    
      	
               
      

            	
              (iv)

            	
              The
      restrictions contained in subsections (ii) and (iii) of this Section 4(o)
      shall not apply in connection with the issuance of:  (i) any
      Common Stock Equivalents issued pursuant to an employee benefit plan which
      has been approved by the Board of Directors of Parent, (ii) any security
      issued in or registered in a public offering by Parent or any of its
      Subsidiaries, (iii) issuance for services performed for the Company or
      Parent, (iv) any debt offering, including a line of credit, where the
      proceeds of which will be used to redeem all or a portion of the
      outstanding Debentures (if the debt offering does not redeem the
      Debentures in full, such offering will be required to subordinate to the
      Debentures), or (v) in connection with any acquisition by the Parent,
      whether through an acquisition of stock or a merger of any business or
      assets the primary purpose of which is not to raise equity
      capital.

            


    

     

    
      	
               
      

            	
              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.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              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.

     

    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.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    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.

    


    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

                      


              

            

          

        

      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      WEST
      COAST OPPORTUNITY FUND,

                    
	
                      LLC

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ Atticus Lowe

                    
	 
      	
                      Name:
      Atticus Lowe

                    
	 
      	
                      Title:
      Chief Investment
Officer

                    


            

          

        

      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      
        
          
            	
                    ENABLE
      GROWTH PARTNERS LP

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Brendan O’Neil

                  
	 
      	
                    Name:
      Brendan O’Neil, CFA

                  
	 
      	
                    Title:
      Principal and Portfolio
Manager

                  


          

        

      

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      
        
          
            	
                    ENABLE
      OPPORTUNITY PARTNERS LP

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Brendan O’Neil

                  
	 
      	
                    Name:
      Brendan O’Neil, CFA

                  
	 
      	
                    Title:
      Principal and Portfolio
Manager

                  


          

        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      
        
          
            	
                    FREY
      LIVING TRUST

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Philip Frey Jr.

                  
	 
      	
                    Name:
      Philip Frey Jr.

                  
	 
      	
                    Title:
      Trustee

                  


          

        

      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Exhibit A – West Coast
Debenture Redemption and Retirement Schedule

    


    In accordance with Section 6(b) of the
attached Debenture, the Holder hereby agrees, that upon payment of the
Redemption Amount specified below on or before each respective Redemption
Payment Date as set forth below, it will return the Retirement Shares set forth
below to the Parent for immediate cancellation:

    


    
      
        
          
            
              
                	
                        Redemption Amount

                      	 
      	
                        Redemption Payment Date

                      	 
      	
                        Retirement Shares

                      
	
                        $100,000

                      	 
      	
                        December
      31, 2009

                      	 
      	
                        50,000

                      
	
                        $200,000

                      	 
      	
                        January
      31, 2010

                      	 
      	
                        100,000

                      
	
                        $200,000

                      	 
      	
                        February
      28, 2010

                      	 
      	
                        100,000

                      
	
                        $100,000

                      	 
      	
                        March
      31, 2010

                      	 
      	
                        50,000

                      
	
                        $100,000

                      	 
      	
                        April
      30, 2010

                      	 
      	
                        50,000

                      
	
                        $100,000

                      	 
      	
                        May
      31, 2010

                      	 
      	
                        50,000

                      
	
                        $100,000

                      	 
      	
                        June
      30, 2010

                      	 
      	
                        50,000

                      
	
                        $100,000

                      	 
      	
                        July
      21, 2010

                      	 
      	
                        50,000

                      
	
                        $100,000

                      	 
      	
                        August
      31, 2010

                      	 
      	
                        50,000

                      
	
                        Balance
      of Principal and

                        Interest

                      	 
      	
                        (Maturity
      Date)

                        September
      30, 2010

                      	 
      	
                        0.5
      shares for each $1 of

                        Principal
      repaid

                      


              

            

          

        

      

    

    


    The Company and the Holder acknowledge
and agree that the Company may prepay the entire outstanding Principal and
Interest amount due under the Debenture at anytime, which would not affect the
number of Retirement Shares to be returned for cancellation.

    


    IN WITNESS WHEREOF, the parties hereto
have executed or caused this Exhibit A to be duly executed by an authorized
officer.

     

    Holder:

    WEST
COAST OPPORTUNITY FUND, LLC

    


    
      
        
          
            
              
                
                  
                    	
                            By:

                          	
                            /s/ Atticus Lowe

                          	 
      	 
      	 
      
	 
      	
                            Name:
      Atticus Lowe

                          	 
      	 
      	 
      
	 
      	
                            Title:
      Chief Investment Officer

                          	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                            Company:

                          	 
      	
                            Parent:

                          
	
                            ENERJEX
      KANSAS, INC.

                          	 
      	
                            ENERJEX
      RESOURCES, INC.

                          
	 
      	 
      	 
      	 
      	 
      
	
                            By:

                          	
                            /s/ Steve Cochennet

                          	 
      	
                            By:

                          	
                            /s/ Steve Cochennet

                          
	 
      	
                            Name:
      Steve Cochennet

                          	 
      	 
      	
                            Name:
      Steve Cochennet

                          
	 
      	
                             Title:
      Chief Executive Officer

                          	 
      	 
      	
                            Title:
      Chief Executive
Officer

                          


                  

                

              

            

          

        

      

    

    


    West Coast
Debenture

    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    Exhibit A – Enable Growth
Debenture Redemption and Retirement Schedule

    


    In accordance with Section 6(b) of the
attached Debenture, the Holder hereby agrees, that upon payment of the
Redemption Amount specified below on or before each respective Redemption
Payment Date as set forth below, it will return the Retirement Shares set forth
below to the Parent for immediate cancellation:

    


    
      
        
          
            
              
                	
                        Redemption Amount

                      	 
      	
                        Redemption Payment Date

                      	 
      	
                        Retirement Shares

                      
	
                        $26,500

                      	 
      	
                        December
      31, 2009

                      	 
      	
                        13,250

                      
	
                        $53,000

                      	 
      	
                        January
      31, 2010

                      	 
      	
                        26,500

                      
	
                        $53,000

                      	 
      	
                        February
      28, 2010

                      	 
      	
                        26,500

                      
	
                        $26,500

                      	 
      	
                        March
      31, 2010

                      	 
      	
                        13,250

                      
	
                        $26,500

                      	 
      	
                        April
      30, 2010

                      	 
      	
                        13,250

                      
	
                        $26,500

                      	 
      	
                        May
      31, 2010

                      	 
      	
                        13,250

                      
	
                        $26,500

                      	 
      	
                        June
      30, 2010

                      	 
      	
                        13,250

                      
	
                        $26,500

                      	 
      	
                        July
      21, 2010

                      	 
      	
                        13,250

                      
	
                        $26,500

                      	 
      	
                        August
      31, 2010

                      	 
      	
                        13,250

                      
	
                        Balance
      of Principal

                      	 
      	
                        September
      30, 2010

                      	 
      	
                        0.5
      shares for each $1 of

                        Principal
      repaid

                      


              

            

          

        

      

    

    


    The
Company and the Holder acknowledge and agree that the Company may prepay the
entire outstanding Principal and Interest amount due under the Debenture at
anytime, which would not affect the number of Retirement Shares to be returned
for cancellation.

    


    IN WITNESS WHEREOF, the parties hereto
have executed or caused this Exhibit A to be duly executed by an authorized
officer.

     

    Holder:

    ENABLE
GROWTH PARTNERS LP

    


    
      
        
          
            
              
                
                  
                    	
                            By:

                          	
                            /s/ Brendan O’Neil

                          	 
      	 
      	 
      
	 
      	
                            Name:
      Brendan O’Neil, CFA

                          	 
      	 
      	 
      
	 
      	
                            Title:
      Principal and Portfolio Manager

                          	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                            Company:

                          	 
      	
                            Parent:

                          
	
                            ENERJEX
      KANSAS, INC.

                          	 
      	
                            ENERJEX
      RESOURCES, INC.

                          
	 
      	 
      	 
      	 
      	 
      
	
                            By:

                          	
                            /s/ Steve Cochennet

                          	 
      	
                            By:

                          	
                            /s/ Steve Cochennet

                          
	 
      	
                            Name:
      Steve Cochennet

                          	 
      	 
      	
                            Name:
      Steve Cochennet

                          
	 
      	
                             Title:
      Chief Executive Officer

                          	 
      	 
      	
                            Title:
      Chief Executive
Officer

                          


                  

                

              

            

          

        

      

    

    


    
      Enable
Growth Debenture

      
        
          
             


          

          
            A-1

            
              

            

          

          
             


          

        

      

      


    

    Exhibit A – Enable
Opportunity Debenture Redemption and Retirement Schedule

    


    In accordance with Section 6(b) of the
attached Debenture, the Holder hereby agrees, that upon payment of the
Redemption Amount specified below on or before each respective Redemption
Payment Date as set forth below, it will return the Retirement Shares set forth
below to the Parent for immediate cancellation:

    


    
      
        
          
            
              
                
                  	
                          Redemption Amount

                        	 
      	
                          Redemption Payment Date

                        	 
      	
                          Retirement Shares

                        
	
                          $13,500

                        	 
      	
                          December
      31, 2009

                        	 
      	
                          6,750

                        
	
                          $27,000

                        	 
      	
                          January
      31, 2010

                        	 
      	
                          13,500

                        
	
                          $27,000

                        	 
      	
                          February
      28, 2010

                        	 
      	
                          13,500

                        
	
                          $13,500

                        	 
      	
                          March
      31, 2010

                        	 
      	
                          6,750

                        
	
                          $13,500

                        	 
      	
                          April
      30, 2010

                        	 
      	
                          6,750

                        
	
                          $13,500

                        	 
      	
                          May
      31, 2010

                        	 
      	
                          6,750

                        
	
                          $13,500

                        	 
      	
                          June
      30, 2010

                        	 
      	
                          6,750

                        
	
                          $13,500

                        	 
      	
                          July
      21, 2010

                        	 
      	
                          6,750

                        
	
                          $13,500

                        	 
      	
                          August
      31, 2010

                        	 
      	
                          1,750

                        
	
                          Balance
      of Principal

                        	 
      	
                          September
      30, 2010

                        	 
      	
                          0
      shares for each $1 of

                          Principal
      repaid

                        


                

              

            

          

        

      

    

    


    The
Company and the Holder acknowledge and agree that the Company may prepay the
entire outstanding Principal and Interest amount due under the Debenture at
anytime, which would not affect the number of Retirement Shares to be returned
for cancellation.

    


    IN WITNESS WHEREOF, the parties hereto
have executed or caused this Exhibit A to be duly executed by an authorized
officer.

     

    Holder:

    ENABLE
OPPORTUNITY PARTNERS LP

    


    
      
        
          
            
              
                
                  
                    	
                            By:

                          	
                            /s/ Brendan O’Neil

                          	 
      	 
      	 
      
	 
      	
                            Name:
      Brendan O’Neil, CFA

                          	 
      	 
      	 
      
	 
      	
                            Title:
      Principal and Portfolio Manager

                          	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                            Company:

                          	 
      	
                            Parent:

                          
	
                            ENERJEX
      KANSAS, INC.

                          	 
      	
                            ENERJEX
      RESOURCES, INC.

                          
	 
      	 
      	 
      	 
      	 
      
	
                            By:

                          	
                            /s/ Steve Cochennet

                          	 
      	
                            By:

                          	
                            /s/ Steve Cochennet

                          
	 
      	
                            Name:
      Steve Cochennet

                          	 
      	 
      	
                            Name:
      Steve Cochennet

                          
	 
      	
                             Title:
      Chief Executive Officer

                          	 
      	 
      	
                            Title:
      Chief Executive
Officer

                          


                  

                

              

            

          

        

      

    

     

    
      Enable
Opportunity Debenture


    

    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    Exhibit A – Frey Debenture
Redemption and Retirement Schedule

    


    In accordance with Section 6(b) of the
attached Debenture, the Holder hereby agrees, that upon payment of the
Redemption Amount specified below on or before each respective Redemption
Payment Date as set forth below, it will return the Retirement Shares set forth
below to the Parent for immediate cancellation:

    


    
      
        
          
            
              
                	
                        Redemption Amount

                      	 
      	
                        Redemption Payment Date

                      	 
      	
                        Retirement Shares

                      
	
                        $10,000

                      	 
      	
                        December
      31, 2009

                      	 
      	
                        5,000

                      
	
                        $20,000

                      	 
      	
                        January
      31, 2010

                      	 
      	
                        10,000

                      
	
                        $20,000

                      	 
      	
                        February
      28, 2010

                      	 
      	
                        10,000

                      
	
                        $10,000

                      	 
      	
                        March
      31, 2010

                      	 
      	
                        5,000

                      
	
                        $10,000

                      	 
      	
                        April
      30, 2010

                      	 
      	
                        5,000

                      
	
                        $10,000

                      	 
      	
                        May
      31, 2010

                      	 
      	
                        5,000

                      
	
                        $10,000

                      	 
      	
                        June
      30, 2010

                      	 
      	
                        5,000

                      
	
                        $10,000

                      	 
      	
                        July
      21, 2010

                      	 
      	
                        5,000

                      
	
                        $10,000

                      	 
      	
                        August
      31, 2010

                      	 
      	
                        5,000

                      
	
                        Balance
      of Principal

                      	 
      	
                        September
      30, 2010

                      	 
      	
                        0.5
      shares for each $1 of

                        Principal
      repaid

                      


              

            

          

        

      

    

    


    The
Company and the Holder acknowledge and agree that the Company may prepay the
entire outstanding Principal and Interest amount due under the Debenture at
anytime, which would not affect the number of Retirement Shares to be returned
for cancellation.

    


    IN WITNESS WHEREOF, the parties hereto
have executed or caused this Exhibit A to be duly executed by an authorized
officer.

     

    Holder:

    FREY
LIVING TRUST

    


    
      
        
          
            
              
                
                  
                    	
                            By:

                          	
                            /s/ Philip Frey Jr.

                          	 
      	 
      	 
      
	 
      	
                            Name:
      Philip Frey Jr.

                          	 
      	 
      	 
      
	 
      	
                            Title:
      Trustee

                          	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                            Company:

                          	 
      	
                            Parent:

                          
	
                            ENERJEX
      KANSAS, INC.

                          	 
      	
                            ENERJEX
      RESOURCES, INC.

                          
	 
      	 
      	 
      	 
      	 
      
	
                            By:

                          	
                            /s/ Steve Cochennet

                          	 
      	
                            By:

                          	
                            /s/ Steve Cochennet

                          
	 
      	
                            Name:
      Steve Cochennet

                          	 
      	 
      	
                            Name:
      Steve Cochennet

                          
	 
      	
                             Title:
      Chief Executive Officer

                          	 
      	 
      	
                            Title:
      Chief Executive
Officer

                          


                  

                

              

            

          

        

      

    

    
       

      Frey
Debenture

      
        
          
             


          

          
            A-1