EMPLOYMENT
      AGREEMENT

    


     

    THIS
      EMPLOYMENT AGREEMENT (this
      “Agreement”)
      is
      dated the 11th day of August, 2008 (the “Effective
      Date”),
      by
      and between Platinum Energy Resources, Inc., a Delaware corporation (the
“Company”)
      and
      Lisa Meier (the “Executive”)
      (collectively the “Parties”).

     

    WITNESSETH:

     

    WHEREAS,
      the
      Company desires to employ the Executive, and the Executive wishes to accept
      such
      employment with the Company, upon the terms and conditions set forth in this
      Agreement;

     

    NOW,
      THEREFORE, in
      consideration of the mutual promises and agreements set forth herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto, intending to be legally bound, agree as
      follows:

     

    1.    Employment.
      The
      Company hereby employs the Executive to serve as Chief Financial Officer and
      Treasurer of the Company and as President of the Company’s new services and
      infrastructure division (“PSI”) and the Executive hereby accepts such employment
      by the Company, upon the terms and conditions hereinafter set forth. PSI is
      a
      proposed new business that the Executive will help develop in the drilling
&
workover businesses, and operate in the areas of compression, pipelines, gas
      storage, specialty chemicals and downhole tools. For the sake of clarity, PSI’s
      business shall not include the Company’s existing Maverick
      business.

     

    2.    Employment
      Period.
      Subject
      to the provisions of Section
      7
      hereof,
      the term of the employment shall be for an initial period commencing on the
      Effective Date and ending on the fifth anniversary of the Effective Date. This
      Agreement and the term of the employment hereunder may be renewed for additional
      periods to be mutually determined by the parties hereto in writing, on the
      same
      terms and conditions as set forth herein or upon such other terms and conditions
      as they may mutually determine in writing. The term of the Executive’s
      employment hereunder, including any continuation of the original term, is
      hereinafter referred to as the “Employment
      Period.”

     

    3.    Compensation.
      

     

    (a) For
      performance of all services rendered under this Agreement, the Company shall
      pay
      the Executive a base salary at an annual rate of $250,000, with an annual
      minimum increase of five percent (5%) each January, payable in installments
      in
      accordance with the Company’s customary payroll practices, but no less
      frequently than once each month. The Company shall withhold from any and all
      payments required to be made to the Executive pursuant to this Agreement all
      federal, state, local and/or other taxes that are required to be withheld in
      accordance with applicable statutes and/or regulations.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) In
      addition to base salary, the Executive shall be eligible for a performance
      bonus
      in such amount and payable at such time or times as the Board of Directors
      of
      the Company (the “Board”),
      or
      any compensation committee thereof, may in its sole discretion determine, which
      bonus may be pursuant to the incentive compensation plan of the Company or
      otherwise as may be determined by the Board or committee thereof, provided,
      however, that in the event the Company’s net cash flow as set forth on the
      Company audited year end financial statements is positive, such bonus shall
      be
      no less than $50,000. In
      addition, Executive
      shall be entitled to a bonus
      based on
      Company’s performance measured
      against certain target goals set forth in the budget for the applicable fiscal
      year, which bonus shall be no less than $100,000. The target goals shall be
      determined by the Board or committee thereof. The target bonus shall be fifty
      percent (50%) of base salary for such year. The actual amount of any bonus,
      if
      any, shall be determined by the Board or committee in its sole discretion,
      but
      shall be no less then the amounts stated above. To be eligible for any
      performance bonus, or any other bonus, Executive must be in the employ of the
      Company or a subsidiary of the Company upon the date of payment, which shall
      occur on or before ninety days following the close of the fiscal year in which
      the bonus was earned.

     

    (c) On
      the
      Effective Date, the Executive shall receive from the Company cash and equity
      incentive awards relating to the performance of the business of PSI, in the
      forms set forth hereto as Exhibit
      A.
      

     

    (d) On
      the
      Effective Date, the Executive shall receive from the Company an initial grant
      of
      stock options pursuant to the Company’s 2006 Long-Term Incentive Compensation
      Plan (the “Plan”)
      to
      purchase 50,000 shares of common stock of the Company in the form of incentive
      stock options. The stock options will vest over a four year vesting period
      and
      will have an exercise price equal to the fair market value of Platinum's common
      stock on the respective date of grant.  On the date of each regular yearly
      grant of options to senior executives following the Effective Date during the
      Employment Period, the Executive shall receive an additional 50,000 incentive
      stock options pursuant to the Plan. Each grant of stock options: (i) shall
      entitle the Executive to purchase shares of the Company common stock at an
      exercise price equal to the Fair Market Value (as defined in the Plan) per
      share
      of the Company’s common stock on the date of grant; and (ii) shall vest with
      respect to one-quarter of the shares represented by the grant on each
      anniversary of the grant until all shares represented by the stock options
      are
      vested and (iii) shall expire upon the tenth anniversary of the date of the
      grant of such options, or any later date made applicable by the terms of the
      Plan. A form of stock option award agreement is attached hereto as Exhibit
      B,
      which
      Executive agrees to execute and deliver to the Company on the Effective
      Date.

     

    (e) No
      termination or amendment of the Plan will relieve the Company of its obligations
      hereunder with respect to the Company stock options to be granted pursuant
      to
      this Agreement.

     

    (f) The
      compensation set forth in this Section
      3
      shall
      constitute total compensation for the Executive as an officer, director or
      employee of the Company or any of the subsidiaries of the Company, including
      PSI. 

     

    4.    Duties.
      The
      Executive shall be employed as Chief Financial Officer of the Company and as
      President of PSI, and the Executive hereby accepts such employment by the
      Company, of the Company, and shall have such duties and responsibilities on
      behalf of the Company as are customarily performed by individuals holding such
      positions in a public company in the oil and gas industry. The Executive shall
      devote her entire working time, attention and energy exclusively to the business
      of the Company and shall cooperate fully with the CEO and the Board in the
      advancement of the best interests of the Company. The Executive agrees not
      to
      engage in any activities outside of the scope of the Executive’s employment that
      would detract from, or interfere with, the fulfillment of her responsibilities
      or duties under this Agreement. The Executive agrees that the Executive will
      not
      serve as a director or the equivalent position of any company or entity, and
      will not render services of a business, professional or commercial nature to
      any
      other person or firm, without the prior written consent of the Board.
      Notwithstanding the foregoing, the Executive shall be permitted to serve on
      the
      board of directors of Northern Oil and Gas Company. If elected as a director
      of
      the Company or any of the subsidiaries of the Company, the Executive agrees
      to
      fulfill the duties of such directorships without additional
      compensation.

     

    
      
        
        

      

      
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    5.    Expenses.
      Subject
      to compliance by the Executive with such policies regarding expenses and expense
      reimbursement as may be adopted from time to time by the Company, the Executive
      is authorized to incur reasonable expenses in the performance of her duties
      hereunder in furtherance of the business and affairs of the Company, and the
      Company will reimburse the Executive for all such reasonable expenses, upon
      the
      presentation by the Executive of an itemized account satisfactory to the Company
      in substantiation of such expenses when claiming reimbursement not
      later
      than December 31 of the calendar year following the calendar year in which
      the expenses were incurred.
      The
      Executive shall be entitled to a reasonable monthly auto allowance of not less
      than $1,000.

     

    6.    Employee
      Benefits; Vacations.
      The
      Executive shall be eligible to participate in such life insurance, medical
      and
      other employee benefit plans of the Company that may be in effect from time
      to
      time, to the extent she is eligible under the terms of those plans, on the
      same
      basis as similarly-situated executive officers of the Company. The Company
      may
      from time to time modify or eliminate any or all benefits extended or provided
      in its sole discretion. The Executive shall be entitled to four weeks paid
      vacation per year, to be taken in accordance with the policies of the Company
      in
      effect from time to time, as determined by the Board. 

     

    7.    Termination.
      Upon
      termination of the Executive’s employment, the Executive shall be entitled to
      any earned but unpaid base salary, as well as the additional benefits provided
      below in this Section 7. All capitalized terms used in this Section
      7
      and not
      previously defined are defined
      below in
      Section
      11.

     

    (a) Termination
      By the Company for reasons other than Cause, By the Employee for Good Reason
      or
      for Change in Control.
      In the
      event that the Executive’s employment is terminated by the Company for reasons
      other than Cause, the Executive resigns her employment for Good Reason or
if
      either
      of the Company or Executive terminate this Agreement one hundred and twenty
      (120) days following a Change of Control,
      the
      Executive will be provided a severance package which shall consist of (A) one
      and one-half times (1.5x) Executives annual salary under Section
      3(a)
      on the
      Termination Date,
      (B)
      a
      payment equal to one year of employee benefits as provided under Section
      6;
      (c)
      payment of COBRA obligations for eighteen months; and, (D) a payment equal
      to
      the prorated portion of the performance bonus paid to her, if any, in the last
      full fiscal year of her employment by the Company, but in no event less then
      fifty percent (50% ) of her latest years annual salary. The severance package
      shall be divided into two parts. Fifty (50%) of the severance payment amount
      shall be paid within
      sixty (60) days of the Termination Date and shall be made in
      exchange for the signing of a release, in the form of Exhibit B. Fifty (50%)
      of
      the severance payment amount shall be paid, subject to Section 8(c) hereof,
      in
      equal monthly installments over the eighteen (18) month period following the
      Termination Date (“Payout Amount”). The Executive and the Company agree and
      stipulate that the foregoing severance benefit is intended to fully compensate
      Executive for the consequences suffered by her in the event of a termination
      of
      her employment hereunder by the Company for reasons other than Cause or by
      the
      Executive with Good Reason, which consequences are uncertain and difficult
      to
      prospectively determine, Such severance is not a penalty, and shall not be
      subject to reduction in the event that Executive obtains other employment during
      any period over which such severance is payable.

     

    (b) Termination
      by the Company for Cause or Resignation by the Employee.
      In the
      event that the Executive’s employment is terminated by the Company for Cause or
      the Executive resigns without Good Reason, the Executive will not be entitled
      to
      a severance package and no payments or benefits hereunder (other than payment
      of
      earned but unpaid base salary) shall be owing or payable by the
      Company. In
      the
      event the Executive is terminated for Cause or because of Disability, she will
      promptly resign from any officer and/or director positions she may hold at
      the
      Company or any of its subsidiaries.

     

    (c)
       Termination
      for Death or Disability.
      In the
      event of the Executive’s death or Disability, the Company may (in the case of
      Disability) terminate the Executive’s employment and its sole obligation
      hereunder shall be to continue to pay to the Executive (or, in the case of
      death
      or incompetence, to her personal representative) her salary under Section
      3(a)
      hereof
      for a period of eighteen (18) months following the date of death or termination.
      Executive shall also be paid a prorated portion of her bonus paid in the last
      full fiscal year. 

     

    
      
        
        

      

      
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    (d) Pursuant
      to applicable tax regulations, with respect to any incentive stock options
      or
      nonqualified stock options granted to the Executive, in the event that the
      Executive’s employment is terminated by the Company for Cause or by Executive
      without Good Reason all unvested stock options will be forfeited by the
      Executive and shall be cancelled. In the event that the Executive’s employment
      is terminated by the Company without Cause or by Executive with Good Reason,
      all
      stock options actually granted prior to such termination date shall immediately
      vest. If the Executive’s employment terminates by reason of death or Disability,
      the Executive or the Executive’s personal representative will have twelve (12)
      months in which to exercise any vested incentive stock options and, with respect
      to vested nonqualified stock options, the Executive or the Executive’s personal
      representative will have the remaining term of the option period in which to
      exercise the option, and any unvested stock options as of such date of
      termination shall be cancelled. Notwithstanding the provisions of this
      subsection (c), in no event may any option be exercised past the expiration
      date
      of the option. The Board may, in its sole discretion, accelerate the vesting
      of
      any unvested options in the event of termination of employment. The provisions
      herein relating to the exercise of options in the event of termination are
      intended to modify the provisions of Section 11.2 of Platinum’s 2006 Long-Term
      Incentive Plan, as it may be amended (the “Plan”) with respect to the Executive
      and are intended to be consistent with the stock option award agreement issued
      to Executive and, in the event of any conflict, the terms of the stock option
      award agreement shall govern.

     

    (e) Notwithstanding
      any termination of the Executive’s employment for any reason whatsoever (with or
      without Cause or Good Reason), the Executive will continue to be bound by the
      provisions of the Section
      8
      below.

     

    (f) All
      payments and benefits provided pursuant to subdivisions (a) and (c) of this
      Section
      7
      shall be
      conditioned upon the Executive’s (or, in the case of her death or incompetence,
      the Executive’s personal representative’s) execution and non-revocation of a
      general release substantially in the form attached hereto as Exhibit
      B
      at the
      time of the completion of all payments pursuant to subdivisions (a) and (c)
      of
      this Section
      7.
      The
      Executive’s refusal to execute such general release shall constitute a waiver by
      the Executive of any and all payments and benefits referenced in this
Section
      7.
      

     

    (g) In
      the
      event the Executive materially breaches the terms of Section
      8
      below or
      any of the terms of the general release shown as Exhibit
      B,
      all of
      the Company’s obligations to the Executive pursuant to this Section
      7
      shall
      terminate and be void. 

     

    8.    Confidentiality,
      Non-solicitation and Non-competition.
      

    


    (a)
      Confidentiality.
      The
      Company considers the protection of its confidential information and proprietary
      materials to be very important. In connection with her duties, the Company
      shall
      provide Executive with Confidential Information essential and relevant to the
      performance of job duties. Other than in the normal course of fulfilling
      Executive’s duties to and positions with the Company, its subsidiaries and
      affiliates, the Executive in return shall: (i) receive and hold all Confidential
      Information absolutely secret, undisclosed, in trust and in confidence, and
      shall comply with the Company’s policies and guidelines and use her best efforts
      for the protection of Confidential Information; and (ii) not reveal or disclose
      to any person outside the Company (and its subsidiaries and affiliates) or
      use
      for her own benefit, whether by private communication or by public address
      or
      publication or otherwise, any Confidential Information without the Company’s
      specific written authorization or except as required by a mandatory provision
      of
      applicable law, provided however, that prior to any unauthorized use or
      disclosure of Confidential Information that is required by law, the Executive
      shall, unless prohibited from doing so by applicable law, use best efforts
      to
      give the Company prior notice of any disclosure of Confidential Information
      required by law and shall permit and cooperate with any effort by the Company
      to
      obtain a protective order or similar protection for the Company. 

     

    All
      Confidential Information, including originals, copies and other forms thereof,
      however and whenever produced, shall be the sole property of the Company and
      its
      subsidiaries and affiliates, not to be removed from the premises or custody
      of
      the Company and its subsidiaries and affiliates, except in the normal course
      of
      business. 

    


    (1)
      “Confidential Information” shall mean the following information, whether or not
      originated by the Executive that relates to the business or affairs of the
      Company and its subsidiaries or affiliates: 

    


    (i)
      “Material Information” meaning any information relating to the business,
      operations, capital and affairs of the Company and its subsidiaries and
      affiliates that when released would have, or would reasonably be expected to
      have, a significant effect on the market price or value of any of the Company’s
      securities (or the securities of other companies with whom the Company may
      be
      conducting confidential negotiations). Material information consists of both
      material facts and material changes relating to the Company’s business,
      operations, capital and affairs and includes developments in the Company’s
      business, operations, capital and affairs; 

     

    (ii)
      “Business Opportunities” meaning all business ideas, prospects, proposals or
      other opportunities pertaining to the lease, acquisition, exploration,
      production, gathering or marketing of oil and gas and related products and
      the
      exploration potential of geographical areas on which oil and gas exploration
      prospects are located, which are developed by the Company (or its subsidiaries
      or affiliates) during the term hereof, or originated by any third party and
      brought to the attention of the Company (or its subsidiaries or affiliates)
      during the term hereof, together with information relating thereto (including,
      without limitation, geological and seismic data and interpretations thereof,
      whether in the form of maps, charts, logs, seismographs, calculations,
      summaries, memoranda, opinions or other written or charted means); 

    


    (iii)
      “Proprietary Information” meaning any and all records, notes, memoranda, data,
      ideas, patterns, processes, methods, techniques, systems, formulas, patents,
      models, samples, specimens, devices, programs, computer software, writings,
      research, personnel information, plans, customer lists, supplier lists, pricing
      materials and policies, purchasing methods and policies, seismic data, estimated
      or actual reserve amounts, potential drilling locations or any other information
      of whatever nature in the possession or control of the Company which has not
      been published or disclosed to the general public, over which the Company
      exercises reasonable efforts to maintain in confidence or which is the type
      of
      information that a similarly situated company would have an expectation would
      remain in confidence, and which gives to the Company an opportunity to obtain
      an
      advantage over competitors who do not know of or currently use such confidential
      information. 

     

    
      
        
        

      

      
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    The
      above
      notwithstanding, information that:
      (A) was
      at the time of receipt by a third person otherwise known to that third person
      from a source other than the Executive; (B) has been published or is otherwise
      within the public domain, or is generally known to the public at the time of
      its
      disclosure; or (C) becomes known or available to the recipient from a source
      other than the Executive, is not Confidential Information
      hereunder.

     

    (2)
      Executive acknowledges and agrees that: (a) she will receive or will become
      eligible to receive substantial benefits and compensation as a result of her
      employment by the Company, which benefits and compensation are offered to her
      only because and on condition of her willingness to commit her best efforts
      and
      loyalty to the Company (b) as a result of the acquisition of Confidential
      Information, the Executive will occupy a position of trust and confidence with
      the Company and its subsidiaries, and affiliates; (c) the Business Opportunities
      constitute the exclusive property of the Company; (d) the Executive’s position
      of trust and knowledge of Confidential Information would enable the Executive
      to
      put the Company at a significant competitive disadvantage if the Executive
      breaches the restrictions in this Section
      8;
      (e)
      irreparable damage would result to the Company if the provisions of this
Section
      8
      hereof
      are not specifically enforced, and the Company shall be entitled to any
      appropriate legal, equitable, or other remedy, including injunctive relief,
      in
      respect of any failure or continuing failure on her part to comply with Section
      8: and (g) any breach of this Section
      8
      shall
      constitute grounds for termination of the Executive’s employment for Cause.


    


    (b)
      Non-solicitation.
      The
      Executive covenants and agrees that she will not at any time during her
      employment by the Company and for a period of eighteen (18) months thereafter
      (the “Restricted
      Period”),
      solicit, employ or otherwise, engage, as an employee, independent consultant
      or
      otherwise, any person who is an employee of the Company as of the Executive’s
      last day of employment with the Company, or in any manner induce or attempt
      to
      induce any employee of the Company to terminate his or her employment with
      the
      Company (as the case may be),.

    


    (c)
      Non-competition.
      While
      employed by the Company and for a period of eighteen (18) months thereafter,
      Executive will not compete with the Company in any State in the United States
      in
      which the Company is, on the date hereof or on the date of termination, engaged
      in business, either in the form of ongoing business operations or active efforts
      to establish business operations. In accordance with this restriction regarding
      scope of activity, but without limiting its terms, while employed by the
      Company, Executive will not: (i) enter into or engage in any business which
      competes with the Company’s business or that will result in the use or
      disclosure of the Company’s Confidential Information; (ii) solicit customers,
      business, patronage or orders for, or sell, any products or services in
      competition with, or for any business that competes with, the Company’s
      business; (iii) divert, entice or otherwise take away any customers, business,
      patronage or orders of the Company or attempt to do so; or (iv) promote or
      assist, financially or otherwise, any person, firm, association, partnership,
      corporation or other entity engaged in any business which directly competes
      with
      the Company’s business. The covenant of the Executive contained in Section 8(c)
      is referred to herein as the Executive’s “Non-Compete
      Covenant.”  

    


    Notwithstanding
      the restrictions contained in 8(c), during the eighteen (18) month period
      following the Termination Date, Executive shall be allowed to serve as the
      chief
      financial officer of any competitor or other company engaged in the Company’s
      business provided that she maintains her obligations pursuant to Sections 8(a)
      and 8(b), provided further that in the event Executive serves in such capacity,
      any remaining Payout Amounts due pursuant to Section 7(a) hereunder shall be
      reduced by and off set against any compensation, benefits or other payments
      to
      be made to Executive in connection with Executive’s service.

    


    The
      foregoing notwithstanding, Executive may, without breaching or violating the
      Executive’s Non-Compete Covenant: (i) at any time following termination of
      Executive’s employment by the Company (but before the end of the Restricted
      Period), acquire, invest in, own and dispose of interests in minerals, royalty
      interests, overriding royalty interests, non-operating working interests and
      other non-operating interests in individual oil and gas properties or (ii)
      subject to the compliance with the Company’s Code of Ethics, at any time during
      or after Executive’s employment by the Company, directly or indirectly, acquire,
      invest in, own and dispose of publicly traded securities (in the aggregate
      being
      less than 3% of the total outstanding amount of any such securities) of
      companies other than the Company engaged in one or more competing business
      of
      the Company; provided however that during Executive’s employment Executive shall
      have no agreements, arrangements or other relationships with such company other
      than consumer agreements or community charitable organization relationships
      of
      the sort that such companies routinely maintain with members of the public
      at
      large, meaning that nothing herein shall prevent the Executive from, for
      example, holding a credit card issued by or soliciting a charitable contribution
      from a publicly traded oil company. 

     

    
      
        
        

      

      
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    (d)
      Indirect
      competition.
      For the
      purposes of Sections
      8(b)
      and
8(c),
      but
      without limitation thereof, Executive will be in violation thereof if Executive
      engages in any or all of the activities set forth therein directly as an
      individual on Executive’s own account, or indirectly as a partner, joint
      venturer, employee, agent, salesperson, consultant, officer and/or director
      of
      any firm, association, partnership, corporation or other entity. Notwithstanding
      the foregoing, the Executive shall be permitted to serve on the board of
      directors of Northern Oil and Gas Company. 

    


    (e)
      Company.
      For the
      purposes of this Section
      8,
      the
      Company shall include the Company and any and all direct and indirect
      subsidiaries of the Company for which Executive served in an executive capacity
      (other than CFO of the Platinum) at the time of termination of her employment
      and at any time during the one (1) year period prior to such termination.


    


    (f)
      Survival.
      Notwithstanding the termination of this Agreement and the Executive’s
      employment, the provisions of this Section
      8
      shall
      survive such termination.

    


    (g)
      Enforcement.
      It is
      the desire and intent of the parties hereto that the provisions of this
      Agreement be enforceable to the fullest extent permissible under the laws and
      public policies applied in each jurisdiction in which enforcement is sought.
      Accordingly, to the extent that a restriction contained in this Agreement is
      more restrictive than permitted by the laws of any jurisdiction where this
      Agreement may be subject to review and interpretation, the terms of such
      restriction, for the purpose only of the operation of such restriction in such
      jurisdiction, will be the maximum restriction allowed by the laws of such
      jurisdiction and such restriction will be deemed to have been revised
      accordingly herein.

    


    9.    Cooperation
      with the Company after Termination.
      Following termination of this Agreement for any reason (with or without Cause
      or
      Good Reason), the Executive shall fully cooperate with the Company in all
      matters relating to the winding up of the Executive's services under this
      Agreement and the orderly transfer of such matters to any person designated
      by
      the Company for a fair and reasonable consulting fee of no less than $100 per
      hour and for a maximum of 50 hours after the termination of this Agreement
      or
      Executive’s employment and shall promptly return to the Company all of the
      property of the Company (including any Confidential Information, and any copies
      thereof) and any other materials or information related to the Company,
      including all work product, whether finished or unfinished, prepared or produced
      by the Executive for the benefit of the Company under this
      Agreement.

     

    10.    No
      Conflict.
      The
      Executive hereby represents and warrants to the Company that (a) this Agreement
      constitutes the Executive’s legal and binding obligation, enforceable against
      her in accordance with its terms, (b) her execution and performance of this
      Agreement does not and will not breach any other agreement, arrangements,
      understanding, obligation of confidentiality or employment relationship to
      which
      he is a party or by which he is bound, and (c) during the Employment Period,
      he
      will not enter into any agreement, either written or oral, in conflict with
      this
      Agreement or her obligations hereunder.

     

    11.    Definitions.

     

    (a) The
      term
“Cause” shall mean: 

     

    (i)
      the
      Executive’s willful refusal to perform the Executive’s material duties or the
      willful refusal to carry out the reasonable and lawful directions of the Board
      (other than as a result of physical or mental illness, accident or injury)
      or
      any other material breach of this Agreement by the Executive (other than Section
      8 which is covered by (vii) below); 

     

    (ii)
      intentional misconduct or illegal conduct by the Executive in connection with
      the Executive’s employment with the Company;

     

    (iii)
      the
      Executive’s conviction of, or plea of guilty or nolo contendere to, a charge of
      commission of a felony or any misdemeanor involving moral turpitude, or a
      material violation by the Executive of federal or state securities laws as
      determined by a court or other governmental body of competent jurisdiction;
      

     

    (iv)
      the
      Executive’s unlawful possession, use, sale or distribution of narcotics or other
      controlled substances; 

     

    (v)
      any
      intentional violation by the Executive of a material Company policy or procedure
      resulting in material and demonstrable harm to the Company including, without
      limitation, a material violation of the Company’s Code of Ethics; 

     

    (vi)
      any
      willful act or omission by Executive in the scope of her employment by the
      Company which in the reasonable and good faith judgement of the Board is of
      the
      type of act of omission that could reasonably result (A) in the assessment
      of a
      civil or criminal penalty against the Executive, the Company or its affiliates,
      (B) in a violation of any material foreign or United States federal, State,
      or
      local law or (C) is materially injurious to the Company or any of its
      affiliates; (vii) any intentional misrepresentation by the Executive of a
      material fact to, or intentional concealment by the Executive of a material
      fact
      from, (A) the Board or (B) the chief executive officer or any other member
      of
      senior management of the Company, where the misrepresentation or concealment
      results in the reasonable and good faith judgement of teh Board in material
      and
      demonstrable harm to the Company (including, for example, the Company’s
      materially violating federal or state securities laws); and,

     

    (vii)
      any
      breach by the Executive of the provisions of Section 8 hereof; 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    provided,
      however, in the case of claim (i) above, the Company shall be required to give
      the Executive thirty (30) calendar days prior written notice of its intention
      to
      terminate the Executive for Cause and a reasonable and through explanation
      of
      the contractual and factual basis for Cause and the Executive shall have the
      opportunity during such thirty (30) day period to cure such specified event;
      provided, further, that in the event that the Executive terminates her
      employment with the Company during such thirty (30) day period for any reason,
      other than for Good Reason the basis of which occurred prior to the date of
      notice of intention to terminate, such termination shall be considered a
      termination for Cause.

     

    (b) The
      term
“Disability” shall mean if the Executive is incapacitated or disabled by
      accident or sickness or otherwise so as to render her mentally or physically
      incapable of performing the services required to be performed by her under
      this
      Agreement for a period of 90 consecutive days or longer.

     

    c) The
      term
“Good Reason” shall mean: 

     

    (i)
      any
      material adverse change in the Executive’s title or any material diminution in
      the Executive’s authority or responsibilities taken as a whole; 

     

    (ii)
      the
      imposition of a requirement upon Executive that she relocate her residence
      more
      than 25 miles from Harris County, Texas or that her normal place of report
      is
      other than a location in Harris County, Texas or within 25 miles thereof;


     

    (iii)
      the
      taking
      of any action by the Company that would materially adversely affect Executive’s
      participation in, or materially reduce Executive’s benefits under, any material
      employee benefit plan, unless such failure or such taking of any action
      adversely affects persons similarly situated in the Company generally;


     

    (iv)
      any
      act or inaction or conduct, in connection with the business of the Company,
      on
      behalf of management, any member of Board or the Audit Committee, which requires
      the Executive to commit in connection with the discharge of the Executive’s
      duties to the Company (1) malfeasance, fraud, or dishonesty, or (2) a material
      violation of Company policies or U.S. laws and regulations (including SEC rules
      and regulations) or accounting and auditing rules and regulations generally
      known as U.S. generally accepted accounting principles and U.S. generally
      accepted auditing standards. 

     

    (v)
      any
      failure by the Company to obtain the assumption and performance of this
      Agreement by any successor (by merger, consolidation, or otherwise) or assign
      of
      the Company; and, 

     

    (vi)
      any
      material breach by the Company of its obligations under this Agreement; provided
      that, in any case, the Executive provides the Company with written notice of
      the
      Executive’s intention to terminate the Executive’s employment for Good Reason
      within ninety (90) days after Executive becoming aware of the occurrence of
      the
      event that the Executive believes would constitute Good Reason, gives the
      Company an opportunity to cure for thirty (30) days following receipt of such
      notice from the Executive or to have the Company’s representatives meet with the
      Executive and the Executive’s counsel to be heard regarding whether Good Reason
      exists for the Executive to terminate the Executive’s employment with the
      Company.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (d)
      A
“Change
      of
      Control”
      shall be
      deemed to have occurred if:

     

    (i) Any
      “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the
      Securities Exchange Act of 1934) other than (A) Braesridge Energy LLC, JD
      Capital Management LLC or any of their respective affiliates or (B) a trustee
      or
      other fiduciary holding securities under an employee benefit plan of the
      Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the
      Securities Exchange Act of 1934), directly or indirectly, of 30% or more of
      the
      Company’s then outstanding voting common stock; or

     

    (ii) At
      any
      time during the period of three (3) consecutive years (not including any period
      prior to the date hereof), individuals who at the beginning of such period
      constituted the Board (and any new director whose election by the Board or
      whose
      nomination for election by the Company’s shareholders were approved by a vote of
      at least two-thirds of the directors then still in office who either were
      directors at the beginning of such period or whose election or nomination for
      election was previously so approved) cease for any reason to constitute a
      majority thereof; or

     

    (iii) The
      shareholders of the Company approve a reorganization, merger, consolidation
      or
      similar business combination involving the Company (a “Merger”), unless
      immediately following such Merger, substantially all of the holders of the
      then
      outstanding shares of common stock of the Company (the “Outstanding Company
      Voting Securities”) immediately prior to the Merger beneficially own, directly
      or indirectly, more than fifty percent (50%) of the common stock of the
      corporation resulting from such Merger (or its parent corporation) in
      substantially the same proportions as their ownership of Outstanding Company
      Voting Securities immediately prior to such Merger; 

     

    (iv) All
      or
      substantially all of the assets of the Company and its subsidiaries are sold
      or
      otherwise disposed of (including through sale or other disposition of the stock
      of such subsidiaries), unless immediately following such sale or other
      disposition, substantially all of the holders of the Outstanding Company Voting
      Securities immediately prior to the consummation of such sale or other
      disposition beneficially own, directly or indirectly, more than fifty percent
      (50%) of the common stock of the corporation acquiring such assets in
      substantially the same proportions as their ownership of Outstanding Company
      Voting Securities immediately prior to the consummation of such sale or
      disposition;

     

    (v) The
      shareholders of the Company approve a plan of complete liquidation of the
      Company or an agreement for the sale or disposition by the Company of all or
      substantially all of the Company’s assets.

     

    (e) The
      term
“person” shall mean any individual, corporation, firm, association, partnership,
      other legal entity or other form of business organization.

     

    (f) The
      term
“Termination
      Date”
      shall
      mean the date Executive’s employment terminates or is terminated
      for any
      reason pursuant to this Agreement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    12.    Section
      409A and Gross-Up Payments. Section
      409A shall mean Section 409A of the Code and related Department of Treasury
      guidance, including such Department of Treasury guidance as may be issued after
      the date of this Agreement. Notwithstanding any provision in this Agreement
      to
      the contrary, (a) no payment or benefit shall be paid pursuant to this Agreement
      that would be considered “deferred compensation” under Section 409A until the
      Executive has incurred a “separation from service” in accordance with Treas.
      Reg. §1.409A-1(h)(ii), and (b) no payments contemplated by this Agreement will
      be paid during the six-month period following the Executive’s Termination Date
      unless the Company determines that the Executive is not a “specified employee”
(as that term is defined in Section 409A), or if the Company determines that
      the
      Executive is a “specified employee,” that paying such amounts would not cause
      the Executive to incur an additional tax under Section 409A (in which case
      such
      amounts shall be paid at the time or times indicated in this Section
0).
      If
      the
      payment of any amounts are delayed as a result of the previous sentence, on
      the
      first day following the end of the six-month period, the Company will pay the
      Executive a lump sum amount in cash equal to the cumulative amounts that would
      have otherwise been previously paid to the Executive under this Agreement during
      such six-month period. Thereafter, payments will resume in accordance with
      this
      Agreement if necessary. 

     

    If
      Executive receives any payments pursuant to Section 3 which are subject to
      an
      excise tax imposed under Section 4999 of the Internal Revenue Code of 1986,
      as
      amended (the “Code”),
      or any
      similar tax imposed under federal, state, or local law (collectively,
“Excise
      Taxes”),
      the
      Company shall pay to Executive (on or before the date on which the Company
      is
      required to withhold such Excise Taxes, provided, however, that this payment
      shall be made not later than December 31 of the taxable year following the
      Executive’s taxable year when such Excise Taxes are paid), (i) an additional
      amount equal to all Excise Taxes then due and payable, and (ii) the amount
      necessary to defray Executive’s increased (federal, state, and local) tax
      liability arising due to payment of the amount specified in Section 3 which
      shall include any costs and expenses, including penalties and interest incurred
      by Executive in connection with any audit, proceedings, etc. related to the
      payment of such Excise Taxes or this payment. For purposes of calculating the
      amount payable to Executive under Section 3, the federal and state income tax
      rates used shall be the highest marginal federal and state rates applicable
      to
      ordinary income in Executive’s state of residence, taking into account any
      federal income tax deductions or credits available to Executive for state income
      taxes. The Company shall cause its independent auditors to calculate such amount
      and provide Executive a copy of such calculation at least ten days prior to
      the
      date specified above for payment of such amount. It is the intent of the Parties
      that this Section 3 shall place Executive in the same net after-tax position
      Executive would have been in had no payment been subject to an Excise Tax,
      and,
      notwithstanding anything to the contrary, it shall be construed to effectuate
      said result.

     

    Additionally,
      in the event that following the date hereof the Company or the Executive
      reasonably determines that any compensation or benefits payable under this
      Agreement may be subject to Section 409A, the Company and the Executive shall
      work together to adopt such amendments to this Agreement or adopt other policies
      or procedures (including amendments, policies and procedures with retroactive
      effect), or take any other commercially reasonable actions necessary or
      appropriate to (x) exempt the compensation and benefits payable under this
      Agreement from Section 409A and/or preserve the intended tax treatment of the
      compensation and benefits provided with respect to this Agreement or (y) comply
      with the requirements of Section 409A.

     

    The
      Company agrees to indemnify the Executive in the event the Executive is required
      to remit additional taxes, interest or penalties such that after payment by
      the
      Executive of all applicable taxes (other than interest and penalties due to
      the
      Executive’s failure to timely make any applicable election, file a tax return or
      pay taxes shown on her return) including any taxes imposed upon the indemnified
      payment, the Executive retains an amount of the indemnified payment equal to
      the
      taxes imposed by reason of the payments. Any such indemnification payment shall
      be made by the Company no later than December 31 of the year immediately
      following the taxable year in which such taxes and interest, if applicable,
      are
      paid by the Executive.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    13.    Successors
      and Assigns; Entire Agreement; No Assignment.
      This
      Agreement shall bind and inure to the benefit of the parties hereto and their
      respective successors or heirs, distributees and personal representatives.
      This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof and supersede other prior and contemporaneous arrangements
      or understandings with respect thereto. The Executive may not assign this
      Agreement without the prior written consent of the Company.

     

    14.    Notices.
      All
      notices and other communications required or permitted hereunder or necessary
      or
      convenient in connection herewith shall be in writing and shall be deemed to
      have been given when hand-delivered, mailed by registered or certified mail
      (three days after deposited), faxed (with confirmation received) or sent by
      a
      nationally recognized courier service, as follows (provided that notice of
      change of address shall be deemed given only when received):

     

    If
      to the
      Company: 

    


    Platinum
      Energy Resources, Inc.

    11490
      Westheimer #1000, 

    Houston,
      TX 77077

    Attention:
      Barry Kostiner

    Facsimile:
      (281) 649-4567

    


    With
      a
      copy (which
      shall not constitute notice) to
      

    


    Eliezer
      M. Helfgott, Esq.

    Blank
      Rome LLP

    405
      Lexington Avenue

    New
      York,
      NY 10174

    Facsimile:
      (917) 332-3065

    


    If
      to
      Executive: 

    


    Lisa
      Meier

    50
      Patti
      Lynn Lane

    Houston,
      Texas 77024

    


    With
      a
      copy (which shall not constitute notice) to: 

    


    Rachel
      Powitzky Steely

    Gardere
      Wynne Sewell LLP

    1000
      Louisiana, Suite 3400

    Houston,
      TX 77002-5011

    Fax:
      (713) 276-5555

     

    or
      to
      such other names and addresses as the Company or the Executive, as the case
      may
      be, shall designate by notice to each other person entitled to receive notices
      in the manner specified in this Section.

     

    15.    Changes;
      No Waiver; Remedies Cumulative.
      The
      terms and provisions of this Agreement may not be modified or amended, or any
      of
      the provisions hereof waived, temporarily or permanently, without the prior
      written consent of each of the parties hereto. Either party’s waiver or failure
      to enforce the terms of this Agreement or any similar agreement in one instance
      shall not constitute a waiver of its or her rights hereunder with respect to
      other violations of this or any other agreement. No remedy conferred upon the
      Company or the Executive by this Agreement is intended to be exclusive of any
      other remedy, and each and every such remedy shall be cumulative and shall
      be in
      addition to any other remedy given hereunder or now or hereafter existing at
      law
      or in equity.

     

    16.    Governing
      Law; Jurisdiction.
      This
      Agreement and (unless otherwise provided) all amendments hereof and waivers
      and
      consents hereunder shall be governed by the law of the State of Texas, without
      regard to the conflicts of law principles. Each party hereby agrees that service
      of process may be served on her or it by certified mail, return receipt
      requested, or overnight courier, sent to address of such entity listed in
Section
      13
      above
      (or such other address as any such party notifies the others thereof by written
      notice. The
      Parties agree to venue in the state or federal courts in Harris County, Texas,
      and agree to waive and do hereby waive any defenses and/or arguments based
      upon
      improper venue and/or lack of personal jurisdiction. The parties hereby
      expressly waive their rights to a jury trial.

     

    17.    Severability.
      The
      Executive and the Company agree that should any provision of this Agreement
      be
      judicially determined invalid or unenforceable, that portion of this Agreement
      may be modified to comply with the law. The Executive and the Company further
      agree that the invalidity or unenforceability of any provision of this Agreement
      will not affect the validity or enforceability of its remaining
      provisions.

     

    18.    Headings;
      Counterparts.
      All
      section headings are for convenience only. This Agreement may be executed in
      several counterparts, each of which is an original. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      parties have executed this Employment Agreement as of the date first above
      written.

     

    
      	 	
              PLATINUM
                ENERGY RESOURCES, INC.

              


              By: 
                /s/ Barry
                Kostiner                      
                

              Name:
                Barry Kostiner

              Title:  
                Chief Executive Officer

            
	 	 
	 	 
	 	/s/ Lisa
              Meier                                     
              
	 	Lisa Meier


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    Form
      of Stock Option Award Agreement

    Under
      the Platinum Energy Resources, Inc. 

    2006
      Long-Term Incentive Plan

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    GENERAL
      RELEASE OF CLAIMS

    


    For
      and
      in consideration of the payments and other benefits described in the Employment
      Agreement dated as of August 11, 2008 (the “Agreement”) by and among Platinum
      Energy Resources, Inc.(the “Company”) and Lisa Meier (the “Executive”)
      (collectively the “Parties”) and for other good and valuable consideration, the
      Executive hereby releases the Company and its respective divisions, operating
      companies, affiliates, subsidiaries, parents, branches, predecessors,
      successors, assigns, officers, directors, trustees, employees, agents,
      shareholders, administrators, representatives, attorneys, insurers and
      fiduciaries, past, present and future (the “Released Parties”) from any and all
      claims of any kind arising out of or related to the Executive’s employment with
      the Company, the Executive’s separation from employment with the Company or
      derivative of the Executive’s employment, which the Executive now has or may
      have against the Released Parties, whether known or unknown to the Executive,
      by
      reason of facts which have occurred on or prior to the date that the Executive
      has signed this General Release of claims. Such released claims include, without
      limitation, any alleged violation of the Age Discrimination in Employment Act,
      as amended, the Older Worker Benefits Protection Act; Title VII of the civil
      Rights of 1964, as amended; Sections 1981 through 1988 of Title 42 of the United
      States Code; the Civil Rights Act of 1991; the Equal Pay Act; the Americans
      with
      Disabilities Act; the Rehabilitation Act; the Employee Retirement Income
      Security Act of 1974 as amended; the Worker Adjustment and Retraining
      Notification Act; the National Labor Relations Act; the Fair Credit Reporting
      Act; the Occupational Safety and Health Act; the Uniformed Services Employment
      and Reemployment Act; the Employee Polygraph Protection Act; the Immigration
      Reform control Act; the retaliation provisions of the Sarbanes-Oxley Act of
      2002; the Federal False claims Act; (and including any and all amendments to
      the
      above) and/or any other alleged violation of any federal, state or local law,
      regulation or ordinance, and/or contract or any other alleged violation of
      any
      federal, state or local law, regulation or ordinance, and/or contract or implied
      contract or tort law or public policy or whistleblower claim, having any bearing
      whatsoever on the Executive’s employment by and the termination of the
      Executive’s employment with the Company, including, but not limited to, any
      claim for wrongful discharge, back pay, vacation pay, sick pay, wage, commission
      or bonus payment, money or equitable relief or damages of any kind, attorneys’
fees, costs, and/or future wage loss.

     

    It
      is
      understood that this General Release of Claims is not intended to and does
      not
      affect or release any future rights or any claims arising after the date
      hereof.

     

    The
      Executive understands that the consideration provided to her under the terms
      of
      the Agreement or otherwise does not constitute any admission by the Company
      that
      it has violated any law or legal obligation.

     

    The
      Executive agrees, to the fullest extent permitted by law, that she will not
      commence, maintain, prosecute or participate in any action or proceeding of
      any
      kind against the Company or Platinum based on any of the claims waived herein
      occurring up to and including the date of her signature. The Executive
      represents and warrants that she has not done so as of the effective date of
      this General Release of Claims. Nothing in this General Release of Claims is
      intended to preclude the Executive from (1) enforcing the terms of the
      Agreement; (2) challenging the knowing and voluntary nature of this General
      Release of Claims; or (3) filing a charge or participating in any investigation
      or proceeding conducted by the Equal Employment Opportunity
      Commission.

     

    The
      Executive further agrees to waive her right to any monetary or equitable
      recovery should any federal, state or local administrative agency pursue any
      claims on her behalf arising out of or related to her employment with and/or
      separation from employment with the Company and promises not to seek or accept
      any award, settlement or other monetary or equitable relief from any source
      or
      proceeding brought by any person or governmental entity or agency on her behalf
      or on behalf of any class of which she is a member with respect to any of the
      claims she has waived.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    The
      Executive acknowledges and agrees that the Executive has read this General
      Release of Claims carefully, and acknowledges that she has been given at least
      twenty one (21) days from the date of receipt of this General Release of Claims
      to consider all of its terms and has been advised to consult with any attorney
      and any other advisors of the Executive’s choice prior to executing this General
      Release of Claims. The Executive fully understands that, by signing below,
      the
      Executive is voluntarily giving up any right which the Executive may have to
      sue
      or bring any other claims against the Released Parties, including any rights
      and
      claims under the Age Discrimination in Employment Act. The terms of this General
      Release of Claims shall not become effective or enforceable until eight (8)
      days
      following the date of its execution by the Executive, during which time the
      Executive may revoke the Agreement. The Executive may revoke the Agreement
      by
      notifying the Company in writing. For the Executive’s revocation to be
      effective, written notice must be received by the Company no later than the
      close of business on the eighth (8th) day after the Executive signs this General
      Release of Claims. The terms of the offer to provide the payments and other
      benefits described in Section
      7(a)
      of the
      Agreement, will expire if not accepted during the twenty one (21) day review
      period.

     

    The
      Parties agree to keep confidential all information contained in this General
      Release of Claims and relating to this General Release of Claims, except (1)
      to
      the extent the other Party consents in writing to such disclosure; (2) if the
      Party is required by process of law to make such disclosure and the Party
      promptly notifies the other Party of its receipt of such process; or (3) because
      the Party must disclose certain terms on a confidential basis to its financial
      consultant, attorney or spouse.

     

    This
      General Release of Claims shall be construed and enforced in accordance with,
      and governed by, the laws of the State of Texas,
      without
      regard to principles of conflict of laws. The
      Parties agree to venue in the state or federal courts in Harris County, Texas,
      and agree to waive and do hereby waive any defenses and/or arguments based
      upon
      improper venue and/or lack of personal jurisdiction. If
      any
      clause of this General Release of Claims should ever be determined to be
      unenforceable, it is agreed that this will not affect the enforceability of
      any
      other clause or the remainder of this General Release of Claims.

     

    This
      General Release of Claims is final and binding and may not be changed or
      modified except as set forth herein or in a writing signed by both parties.
      The
      parties have executed this General Release of Claims with full knowledge of
      any
      and all rights they may have, and they hereby assume the risk of any mistake
      in
      fact in connection wit the true facts involved, or with regard to any facts
      which are now unknown to them.

     

    By
      signing this General Release of claims, the Executive acknowledges that: (1)
      she
      has read this General Release of Claims completely; (2) she has had an
      opportunity to consider the terms of this General Release of Claims; (3) she
      has
      had the opportunity to consult with an attorney of her choosing prior to
      executing this General Release of Claims to explain this General Release of
      Claims and its consequences; (4) she knows that she is giving up important
      legal
      rights by signing this General Release of Claims; (5) she has not relied on
      any
      representation or statement not set forth in this General Release of Claims;
      (6)
      she understands and means everything that she has said in this General Release
      of Claims, and she agrees to all its terms; and (7) she has signed this General
      Release of Claims voluntarily and entirely of her own free
      will.

     

    
      	
              ________________

            	__________________
	
              Date

            	
              Executive

            
	 	 
	 	 
	 	PLATINUM ENERGY RESOURCES, INC.
	
               

            	 
	
              
                ________________

              

            	By:______________________________
	
              Date

            	 


    

     

    
      
        
        

      

      
        14