PLATENERGY
      SERVICES
      AND INFRASTRUCTURE,
      INC. 

     

    RESTRICTED
      STOCK AGREEMENT 

     

    


    THIS
      RESTRICTED STOCK AGREEMENT
      (this
“Agreement”)
      is
      dated as of August 11, 2008, by and between Platenergy Services and
      Infrastructure, Inc., a Delaware corporation (the “Corporation”),
      and
Lisa
      Meier (the
      “Executive”).
      

     

    WITNESSETH
      

     

    WHEREAS,
      Platinum
      Energy Resources, Inc. (“Parent”)
      has
      determined to start a new drilling & workover business, and operate in the
      areas of compression, pipelines, gas storage, specialty chemicals and downhole
      tools, and has incorporated the Corporation in which to operate the new
      business; 

     

    WHEREAS,
      Parent
      has entered into an Employment Agreement dated the date hereof with the
      Executive pursuant to which the Executive has been appointed as Chief Financial
      Officer of Parent and President of the Corporation;

     

    WHEREAS,
      as
      part
      of Executive’s compensation package, Parent has granted to the Executive the
      Restricted Shares (a defined herein) upon the terms and conditions set forth
      herein.

     

    NOW
      THEREFORE, in
      consideration of services to be rendered by the Executive, and the mutual
      promises made herein and the mutual benefits to be derived therefrom, the
      parties agree as follows: 

     

    1.    Defined
      Terms.
      As used
      in this Agreement, the following terms shall have the following respective
      meanings:

     

    “Sale
      of
      the Business” shall mean the sale of all or substantially all of the assets of
      the Corporation, the sale of more than 80% of the voting stock of the
      Corporation, or any person or group (other than Parent or an affiliate of
      Parent) is or becomes the owner, directly or indirectly, of more than 80% of
      the
      total voting power of the voting stock of the Corporation, including by way
      of
      merger, consolidation or otherwise.

     

    2.    Grant.
      Subject
      to the terms of this Agreement, the Corporation hereby grants to the Executive
      50 shares of Common Stock, par value $0.0001 per share, of the Corporation
      (the
“Restricted
      Shares”).
      

     

    3.    Vesting.
      Subject
      to Section 10 below, the Restricted Shares shall vest, and restrictions shall
      lapse as follows: one-quarter of the Restricted Shares shall vest immediately
      on
      the date hereof; one-quarter of the Restricted Shares shall vest on each
      anniversary thereafter, until all Restricted Shares are vested.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.    Sale
      of the Business. 
      Notwithstanding Section 3 of this Agreement, upon the closing of a Sale of
      the
      Business, all of the Restricted Shares shall become immediately vested and
      unrestricted. 

     

    5.    Continuance
      of Employment.
      

     

    (a) The
      vesting schedule requires continued employment or service to the Corporation
      through each applicable vesting date as a condition to the vesting of the
      applicable installment of the Restricted Shares and the rights and benefits
      under this Agreement. Employment or service for only a portion of the vesting
      period, even if a substantial portion, will not entitle the Executive to any
      proportionate vesting or avoid or mitigate a termination of rights and benefits
      upon or following a termination of employment or services. 

     

    (b) Nothing
      contained in this Agreement constitutes an employment or service commitment
      by
      Parent or the Corporation, confers upon the Executive any right to remain
      employed by or in service to the Parent or the Corporation, interferes in any
      way with the right of the Parent or the Corporation at any time to terminate
      such employment or services, or affects the right of the Corporation to increase
      or decrease the Executive’s other compensation or benefits. All such rights and
      obligations shall be set forth in the Employment Agreement. 

     

    6.    Distributions
      and Adjustments.
      

     

    (a) If
      all or
      any portion of the Restricted Shares vest in the Executive subsequent to any
      change in the number or character of shares of Common Stock (through stock
      dividend, recapitalization, stock split, reverse stock split or similar
      corporate transaction), the Executive shall then receive upon such vesting
      the
      number and type of securities or other consideration which she would have
      received if the Restricted Shares had vested prior to the event changing the
      number or character of outstanding shares of Common Stock. 

     

    (b)
      Any
      additional shares of Common Stock, any other securities of the Corporation
      and
      any other property (except for cash dividends) distributed with respect to
      the
      Restricted Shares prior to the date such Restricted Shares vest shall be subject
      to the same restrictions, terms and conditions as the Restricted Shares. Any
      cash dividends payable with respect to the Restricted Shares shall be
      distributed to the Executive at the same time cash dividends are distributed
      to
      shareholders of the Corporation generally. 

     

    (c)
      Any
      additional shares of Common Stock, any securities and any other property (except
      for cash dividends) distributed with respect to the Restricted Shares prior
      to
      the date such Restricted Shares vest shall be promptly deposited with the
      Secretary pending release or forfeiture in accordance with the terms and
      conditions of this Agreement. 

     

    7.    Restrictions
      on Transfer.
      Prior
      to the time that they have become vested pursuant to Sections 3 or 4 hereof,
      neither the Restricted Shares, nor any interest therein, amount payable in
      respect thereof, may be sold, assigned, transferred, pledged or otherwise
      disposed of, alienated or encumbered, either voluntarily or involuntarily.
      

     

    8.    Stock
      Certificates.
      

     

    (a) Certificated
      Form.
      The
      Corporation shall issue the Restricted Shares in certificated form as provided
      in Section 8(b) below. 

     

    
      
        
        

      

      
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    (b) Certificates
      to be Held by Corporation; Legend.
      Any
      certificates representing shares of Restricted Shares that may be delivered
      to
      the Executive by the Corporation prior to vesting shall be redelivered to the
      Corporation to be held by the Corporation until the restrictions on such shares
      shall have lapsed and the shares shall thereby have become vested or the shares
      represented thereby have been forfeited hereunder. Such certificates shall
      bear
      the following legend and any other legends the Corporation may determine to
      be
      necessary or advisable to comply with all applicable laws, rules, and
      regulations: 

     

    THE
      OWNERSHIP OF THIS CERTIFICATE AND THE SHARES OF STOCK EVIDENCED HEREBY AND
      ANY
      INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER
      AN
      AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND PLATENERGY SERVICES
      AND
      INFRASTRUCTURE, INC. A COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICE OF THE
      SECRETARY OF PLATENERGY SERVICES AND INFRASTRUCTURE, INC. 

    


    (c) Delivery
      of Certificates Upon Vesting.
      Promptly after the vesting of any Restricted Shares pursuant to Sections 3
      or 4
      hereof and the satisfaction of any and all related tax withholding obligations
      pursuant to Section 11, the Corporation shall deliver to the Executive a
      certificate or certificates evidencing the number of shares of Restricted Stock
      which have vested (or such lesser number of shares as may result after giving
      effect to Section 11). The Executive (or the beneficiary or personal
      representative of the Executive in the event of the Executive’s death or
      disability, as the case may be) shall deliver to the Corporation any
      representations or other documents or assurances as the Corporation or its
      counsel may determine to be necessary or advisable in order to ensure compliance
      with all applicable laws, rules, and regulations with respect to the grant
      of
      the Restricted Shares and the delivery of shares of Common Stock in respect
      thereof. The shares so delivered shall no longer be restricted shares hereunder.
      

     

    (d) Stock
      Power; Power of Attorney.
      Concurrently with the execution and delivery of this Agreement, the Executive
      shall deliver to the Corporation an executed stock power in the form attached
      hereto as Exhibit
      A,
      in
      blank, with respect to such shares. The Corporation shall not deliver any share
      certificates in accordance with this Agreement unless and until the Corporation
      shall have received such stock power executed by the Executive. The Executive,
      by acceptance of the Restricted Shares, shall be deemed to appoint, and does
      so
      appoint by execution of this Agreement, the Corporation and each of its
      authorized representatives as the Executive’s attorney(s)-in-fact to effect any
      transfer of unvested forfeited shares (or shares otherwise reacquired by the
      Corporation hereunder) to the Corporation as may be required pursuant to this
      Agreement and to execute such documents as the Corporation or such
      representatives deem necessary or advisable in connection with any such
      transfer. 

     

    9.    Voting;
      Proxy.
      The
      Executive does hereby appoint Parent, or its designee, the true and lawful
      attorney, agent, and proxy of the Executive, with full power of substitution
      for
      and in the name of the Executive, to attend any and all meetings of the
      stockholders of the Corporation, and vote all of the Restricted Shares that
      the
      Executive would be entitled to vote, and to act without a meeting with respect
      to the Restricted Shares (including by giving written consent in lieu of a
      meeting) consistent with Delaware corporate law and the Corporation’s by-laws,
      as amended. This proxy is irrevocable and coupled with an interest. Parent
      shall
      be entitled to vote the Restricted Shares as it shall determine in its sole
      discretion. The Executive hereby affirms that this proxy is intended to bind,
      and shall bind, the Executive, his heirs, estate, executors, administrators,
      successors, other personal representatives, legatees, devisees and
      assigns.

     

    10.    Effect
      of Termination of Employment or Services.
      If
      the
      Executive ceases to be employed by or ceases to provide services to the Parent
      or the Corporation (the date of such termination of employment or service is
      referred to as the Executive’s “Severance
      Date”),
      the
      Executive’s Restricted Shares shall be forfeited to the Corporation to the
      extent such shares have not become vested pursuant to Sections 3 or 4 hereof
      upon the Severance Date (if and only if the reason for such termination of
      employment or service is for cause, voluntarily termination by the executive,
      or
      due to death or disability). Upon the occurrence of any forfeiture of Restricted
      Shares hereunder, such unvested, forfeited shares shall be automatically
      transferred to the Corporation as of the Severance Date, without any other
      action by the Executive (or the Executive’s beneficiary or personal
      representative in the event of the Executive’s death or disability, as
      applicable). No consideration shall be paid by the Corporation with respect
      to
      such transfer. The Corporation may exercise its powers under Section 8(d) hereof
      and take any other action necessary or advisable to evidence such transfer.
      The
      Executive (or the Executive’s beneficiary or personal representative in the
      event of the Executive’s death or disability, as applicable) shall deliver any
      additional documents of transfer that the Corporation may request to confirm
      the
      transfer of such unvested, forfeited shares to the Corporation. 

     

    
      
        
        

      

      
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    11.    Tax
      Withholding.
      Upon
      any vesting of the Restricted Shares, the Corporation shall automatically
      withhold and reacquire the appropriate number of whole shares of Restricted
      Shares, valued at their then fair market value (with the “fair market value” of
      such shares determined in good faith by the Board of Directors of Corporation),
      to satisfy any withholding obligations of the Corporation with respect to such
      vesting at the minimum applicable withholding rates. In the event that the
      Corporation cannot satisfy such withholding obligations by withholding and
      reacquiring shares of Restricted Shares, or in the event that the Executive
      makes or has made an election pursuant to Section 83(b) of the Internal Revenue
      Code or the occurrence of any other withholding event with respect to the
      Restricted Shares, the Corporation shall be entitled to require a cash payment
      by or on behalf of the Executive and/or to deduct from other compensation
      payable to the Executive any sums required by federal, state or local tax law
      to
      be withheld with respect to such vesting of any Restricted Shares or such
      Section 83(b) election. 

     

    12.    Notices.
      Any
      notice to be given under the terms of this Agreement shall be in writing and
      addressed to the Corporation at its principal office to the attention of the
      Secretary, and to the Executive at the Executive’s last address reflected on the
      Corporation’s payroll records. Any notice shall be delivered in person or shall
      be enclosed in a properly sealed envelope, addressed as aforesaid, registered
      or
      certified, and deposited (postage and registry or certification fee prepaid)
      in
      a post office or branch post office regularly maintained by the United States
      Government. Any such notice shall be given only when received. 

     

    13.    Entire
      Agreement.
      This
      Agreement constitutes the entire agreement and supersedes all prior
      understandings and agreements, written or oral, of the parties hereto with
      respect to the subject matter hereof. 

     

    14.    Amendment.
      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. 

     

    15.    Counterparts.
      This
      Agreement may be executed simultaneously in any number of counterparts, each
      of
      which shall be deemed an original but all of which together shall constitute
      one
      and the same instrument. 

     

    16.    Section
      Headings.
      The
      section headings of this Agreement are for convenience of reference only and
      shall not be deemed to alter or affect any provision hereof. 

     

    17.    Governing
      Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Texas without regard to conflict of law principles
      thereunder. 

     

    


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    IN
      WITNESS WHEREOF,
      the
      Corporation has caused this Agreement to be executed on its behalf by a duly
      authorized officer and the Executive has hereunto set her hand as of the date
      and year first above written. 

     

    


    PLATENERGY
      SERVICES 

    AND
      INFRASTRUCTURE,
      INC.

    


    


    By: 
      /s/ Barry
      Kostiner                     


    Name:
      Barry Kostiner

    Title:  
      Vice President

    


    


    EXECUTIVE:

    


    


    
      /s/
        Lisa
        Meier                                    


    

    Lisa
      Meier

     

    
      
        
        

      

      
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    EXHIBIT
      A 

    STOCK
      POWER 

     

    FOR
      VALUE
      RECEIVED and pursuant to that certain Restricted Stock Agreement between
      Platenergy Services and Infrastructure, Inc., a Delaware corporation (the
“Corporation”), and the individual named below (the “Individual”) dated as of
      August 11, 2008, the Individual, hereby sells, assigns and transfers to the
      Corporation, an aggregate ______________ shares of Common Stock of the
      Corporation, standing in the Individual’s name on the books of the Corporation
      and represented by stock certificate number(s) ______________ which this
      instrument is attached, and hereby irrevocably constitutes and appoints
      ______________ his or her attorney in fact and agent to transfer such shares
      on
      the books of the Corporation, with full power of substitution in the premises.
      

     

    


    Dated:
      ______________ 

     

    __________________________

    
      Lisa
        Meier

       

      
        
          
          

        

        
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