EXHIBIT 10.3
 PLACEMENT AGENCY AGREEMENT
  th
  Company), Agreement) Placement Agent)
 Offering Offering) Investor Investors) Minimum Amount) Maximum Amount) Offering
Price) Preferred Stock Shares) (Warrants) Warrant Share Warrant Shares). Securities) Overallotment).
 provided, however, Offering Period). Termination Date.
 Act).
 Memorandum
 Representations, Warranties and Covenants of the Placement Agent




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(Regulation D)
 Representations, Warranties and Covenants of the Company Disclosure Schedule),
 Organization; Execution, Delivery and Performance.
 Subsidiary Subsidiaries Material Adverse Effect
 Schedule 3(a) Schedule 3(a) (Liens) SEC
Documents




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(iii)
    (1)
    The Company has all requisite corporate power and authority
to enter into and perform this Agreement, the Subscription Agreements, the
Registration Rights Agreement, the Warrants and the Agents Warrants (as
hereinafter defined) (collectively, the Transaction Documents)and to
consummate the transactions contemplated hereby and thereby and to issue the
securities comprising the Units and the Agents Warrants in accordance with the
terms hereof and thereof;(2)
    
    the execution and delivery of the Transaction Documents by the
Company and the consummation by the Company of the transactions contemplated
hereby and thereby have been duly authorized by the Companys Board of
Directors and no further consent or authorization of the Company, its Board of
Directors, or its stockholders, is required except as expressly contemplated by
this Agreement;(3)
    
    each of the Transaction Documents has been, or will be, duly
executed and delivered by the Company by its authorized representative, and
such authorized representative is a true and official representative with
authority to sign each such document and the other documents or certificates
executed in connection herewith and bind the Company accordingly; and(4)
    
    each of the Transaction Documents constitutes, and upon
execution and delivery thereof by the Company will constitute, a legal, valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
general principals of equity, or to applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws relating to, or
affecting generally, the enforcement of applicable creditors rights and
remedies.
 Shares, Warrants Shares and Agent Warrant Shares Duly Authorized. Warrant Shares) Agent Warrant Shares)
 Conflicts.
  (1)
    
    conflict with or result in a violation of any provision of the
Certificate of Incorporation or By-laws or similar corporate governance
documents of the Company;(2)
    
    violate or conflict with, or result in a breach of any
provision of, or constitute a default and/or an event of default (or an event
which with notice or lapse of time or both could become a default and/or an
event of default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture, patent,
patent license or instrument to which the Company is a party, except for
possible violations, conflicts or defaults as would not, individually or in
the aggregate, have a Material Adverse Effect on the Company; or




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(3)
    
    result in a violation of any law, rule, regulation, order,
judgment or decree (including federal and state securities laws and
regulations and regulations of any self-regulatory organizations to which the
Company or its securities are subject) applicable to the Company or by which
any property or asset of the Company is bound or affected.
 Exchange Act),
 Cap it at ization.
 (i)
    
    As of September 30, 2010, the authorized capital stock of the
Company consisted of 200,000,000 shares of Common Stock, $0,001 par value, of
which 39,535,396 shares were issued and outstanding, 5,933,102 shares were
reserved for issuance pursuant to outstanding warrants to purchase Common
Stock, 2,666,666 shares of Common Stock were reserved for issuance upon
conversion of outstanding convertible debentures, and 800,000 shares of Common
Stock were reserved for issuance upon exercise of outstanding warrants issued
in conjunction with aforementioned convertible debentures. The foregoing
numbers do not give effect to the 1:2 reverse split that was approved by the
Board of Directors on July 26, 2010, by the Companys shareholders on July 26,
2010 and which is expected to be effective not later than November 1, 2010.
Additionally, the Company is in the process of amending its Certificate of
Incorporation (the Amendment) to authorize a class of preferred stock, par
value SO.001 per share (Preferred Stock), to consist of 10,000,000 shares of
Preferred Stock. On September 21, 2010, the Amendment was approved by both the
Companys board of directors and holders of a majority of the Companys
outstanding Common Stock. On October 7, 2010, the Companys board of directors
designated 5,200,000 shares of the Preferred Stock, when and to the extent
duly authorized, as Series A Preferred Stock. The foregoing does not reflect
the effect of any securities to be issued in connection with the Offering.(ii)
    
    Except as described above or in the Memorandum, as of September 30, 2010:(1)
    
    there are no outstanding options, warrants, scrip, rights to
subscribe for, puts, calls, rights of first refusal, agreements,
understandings, claims or other commitments or




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rights of any character whatsoever relating to, or securities or rights
convertible into or exchangeable for any shares of capital stock of the
Company, or arrangements by which the Company is or may become bound to
issue additional shares of capital stock of the Company;
 (2)
    
    there are no agreements or arrangements under which the
Company is obligated to register the sale of any of its securities under the
Act (except for the registration rights provisions contained in the
Transaction Documents and as set forth in the Companys Summer 2010
Convertible Debenture Offering materials); and(3)
    
    there are no anti-dilution or price adjustment provisions
contained in any security issued by the Company (or in any agreement providing
rights to security holders) that will be triggered by the issuance of any of
the Units, Preferred Stock, Warrants, the Warrant Shares, Agents Warrants
and/or the Agent Warrant Shares. All of such outstanding shares of capital
stock are, or upon payment therefor and issuance thereof will be, duly
authorized, validly issued, fully paid and nonassessable. No shares of capital
stock and/or other securities of the Company are subject to preemptive rights,
rights of first refusal and/or any other similar rights of the stockholders of
the Company and/or any other person or entity (a Person)or any Lien imposed
through the actions or failure to act of the Company.
 SEC Information.
 (Company Financial
Statements) (GAAP),




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(1)
    
    liabilities incurred in the ordinary course of business
subsequent to December 31, 2009;and(2)
    
    obligations under contracts and commitments incurred in the
ordinary course of business and not required under GAAP to be reflected in
such financial statements, which, individually or in the aggregate, are not
material to the financial condition or operating results of the Company.(3)
    
    All information relating to or concerning the Company and its
officers, directors, employees, customers or clients (including, without
limitation, all information regarding the Companys internal financial
accounting controls and procedures) set forth in the Transaction Documents and
the S EC Documents, when taken together as a whole, does not contain an untrue
statement of material fact or omit to state any material fact necessary in
order to make the statements made herein or therein, in light of the
circumstances under which they were made, not misleading.
 Intellectual Property.
 Permits; Compliance Company Permits),
 Absence of Litigation
 No Materially Adverse Contracts, etc




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No Material Changes.
 Labor Matters.
   Environmental Matters. (Environmental
Laws),
 Tax Matters.
 Certain Transactions.




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Form D; Blue Sky Laws. Closing Date),
 Memorandum. Regulations) SEC)
 10b-5 Representation.
 Property Ownership.
 Insurance. including directors
and officers liability insurance].




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Illegal Payments.
 PATRIOT Act.
 No Finders.
 No Integration.
 Placement Agent Appointment and Compensation




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Agents Fee).
 Agents Warrants) Agents
Compensation. [three]
 non-legal Agents Expense Reimbursement).
 Placement Agent Potential Investors). Placement Agent Referral List). (Company Directed
Investors)




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Subscription and Closing Procedures Subscription Documents),
 Escrow Account) Escrow Agent).
 First Closing). (Closings) (Final Closing) (Closing Date),
  Further Covenants of the Company




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provided,




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(Blue Sky Expenses).
 (Written Offering Terms),
  Conditions of Placement Agents Obligations




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Exhibit A Exhibit B




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Covenants of the Placement Agent
     Indemnification
 Indemnitee) provided, however




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Action), provided,
however,
 Contribution




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pro rata
 Termination Termination Amount]
  Company 11(c)
Termination).




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Company 11(c)
Termination Amount).
  Termination Notice).
  Survival
 Governing Law; Jurisdiction THE PARTIES HERETO
AGREE TO SUBMIT ALL CONTROVERSIES TO ARBITRATION IN ACCORDANCE WITH THE PROVISIONS SET FORTH BELOW
AND UNDERSTAND AND AGREE THAT (A) ARBITRATION IS FINAL AND BINDING ON THE PARTIES, (B) THE PARTIES
ARE WAIVING THEIR RIGHTS TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL, (C)
PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT FROM COURT PROCEEDINGS, (D) THE
ARBITRATORS AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTYS
RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY ARBITRATORS IS STRICTLY LIMITED, (E) THE
PANEL OF FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA) ARBITRATORS WILL TYPICALLY INCLUDE A
MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY, AND (F) ALL
CONTROVERSIES WHICH MAY ARISE BETWEEN THE PARTIES CONCERNING THIS AGREEMENT SHALL BE DETERMINED BY
ARBITRATION PURSUANT TO THE RULES THEN PERTAEVING TO FINRA IN THE CITY OF NEW YORK, STATE OF NEW
YORK. JUDGMENT ON ANY AWARD OF ANY SUCH ARBITRATION MAY BE ENTERED IN THE SUPREME COURT OF THE
STATE OF NEW YORK OR IN ANY OTHER COURT HAVING JURISDICTION OVER THE PERSON OR PERSONS AGAINST
WHOM SUCH AWARD IS RENDERED. THE PARTIES AGREE THAT THE DETERMINATION OF THE




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ARBITRATORS SHALL BE BINDING AND CONCLUSIVE UPON THEM. ANY NOTICE OF SUCH ARBITRATION OR FOR
THE CONFIRMATION OF ANY AWARD IN ANY ARBITRATION SHALL BE SUFFICIENT IF GIVEN IN ACCORDANCE WITH
THE PROVISIONS OF THIS AGREEMENT. THE PREVAILING PARTY, AS DETERMINED BY SUCH ARBITRATORS IN AN
ARBITRATION PROCEEDING SHALL BE ENTITLED TO COLLECT ANY COSTS, DISBURSEMENTS AND REASONABLE
ATTORNEYS FEES FROM THE OTHER PARTY.
 Notices th th
 Limitation of Engagement to the Company.
 Limitation of Liability to the Company
 Modification; Performance; Waiver




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Counterparts
 Severability
 Headings
 Miscellaneous.




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Very truly yours,

NYTEX ENERGY HOLDINGS, INC.By:
    /s/ Kenneth K. ConteName:
    Kenneth Kase ConteTitle:
    Chief Financial Officer 12 th
 NATIONAL SECURITIES CORPORATIONBY:
/s/ Jonathan C. Rich / Head of Investment Banking




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Disclosure Schedule
  Agreement Company Placement Agent).




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SCHEDULE 3(a)
 SUBSIDIARIES
 1.
    
    NYTEX Petroleum, Inc., a Delaware corporation  wholly owned by the Company2.
    
    Supreme Oilfield Services, Inc., a Delaware corporation  wholly owned by the
Company3.
    
    Supreme Fluid Service Partners LLC, a Texas limited liability company  wholly owned by
the Company. This entity is currently not in good standing with the Texas State
Comptroller or the Texas Secretary of State for failure to file a franchise tax report and
an annual public report with said authorities. This entity holds no assets and has never
had any activity. The Company plans to reinstate and then dissolve this entity as soon as
practicable.




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SCHEDULE 3(a)
 1. Reports and Forms Not Timely Filed:
 (a)
    
    . Form 8-K (Item 3.02) filed July 28, 2010 notifying of the conclusion of
the sale of 5,933,102 shares of the Companys Common Stock.(b)
    
    . Form 8-K (Item 2.01) filed September 30, 2010 notifying of sale of all
shares in Supreme Vacuum Services, Inc. owned by the Companys subsidiary Supreme
Oilfield Services, Inc.(c)
    
    . Form 8-K (Item 8.01) filed October 7, 2010 notifying of Companys
receipt of service of process in connection with certain property owned by the
Companys subsidiary NYTEX Petroleum, Inc.(d)
    
    . Form 8-K (Item 5.01) filed October 8, 2010 notifying of Georgianna
Hanes resignation as CFO and the naming of Kenneth Conte as the Companys Vice
President and Chief Financial Officer.(e)
    
    . Form D filed September 28, 2010 for Companys Debenture Offering with a
date of first sale of August 13, 2010.
 2. Forms Not Yet Filed:
 (a)
    
    . Form D for private placement of securities disclosed in No. 1(a) above.(b)
    
    . Form D for private placement in connection with the Oil Containment
Boom Purchase/Rental Investment Programs that commenced in May 2010, as
disclosed in the Companys Form 10-Q for the period ended June 30, 2010.




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SCHEDULE 3(a)




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FORM OF OPINION OF COUNSEL
      Initial Assumptions




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FORM OF NEGATIVE ASSURANCE LETTER