WAIVER
AND AMENDMENT TO DEBENTURE

     

    This
WAIVER AND AMENDMENT TO DEBENTURE dated as of April __, 2010 (this “Amendment”),
is among EPIC ENERGY RESOURCES, INC., a Colorado corporation (the “Company”),
and one or more of the holders of the Company’s 10% secured debentures due
December 5, 2012, and issued on December 5, 2007 (each a “Holder”
and, collectively, the “Holders”).

     

    RECITALS

     

    A.  Reference
is made to the Company’s 10% secured debentures due December 5, 2012 and issued
on December 5, 2007, as each such secured debenture has been amended,
supplemented or otherwise modified from time to time until the date hereof
(including, as applicable, pursuant to (i) that certain Amendment Agreement
dated as of February 26, 2009 among the Company and the parties thereto and (ii)
that certain Amendment Agreement dated as of December 1, 2009 (the “December 2009
Amendment”), among the Company and each of Whitebox Convertible Arbitrage
Partners, LP, and Midsummer Investment, Ltd. (together, the “December 2009
Amending Holders”)) (the “Debentures”).

     

    B.  The
Company intends to conduct a private placement of up to 5,000,000 shares of
Series A Convertible Preferred Stock to accredited investors, which is exempt
from registration under Section 4(2) of the Securities Act of 1933, as amended
and related exchange offers (the “March 2010
Offerings”).

     

    C.  The
Company has requested that the Holders amend the Debentures to defer all
regularly scheduled principal payments
otherwise scheduled to become due during the 2010 calendar year until the
Maturity Date and to waive certain Events of Default that now exist or may
result in connection with the Company’s failure to make any Quarterly Redemption
to any Holder that was due on or prior to the date hereof.

     

    D.  Each
Holder party hereto has executed and delivered this Amendment to evidence its
agreement to amend and waive the provisions of its respective Debenture(s), as
provided herein.

     

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

     

    Section
1.             Definitions.  Defined
terms not otherwise defined herein shall have the meanings set forth in that
certain securities purchase agreement dated December 5, 2007 among the Company,
the Holders and the other investors signatory thereto (the “Purchase
Agreement”).

     

    Section
2.             Amendment to the
Debentures.  The Company and each Holder party hereto
(severally and not jointly) hereby amends its respective Debenture(s) as
follows:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (a)          The
definition of “Quarterly
Redemption Date” in Section 1 of each such Debenture is hereby amended
and restated to provide as follows:

     

    ““Quarterly Redemption Date”
means each December 1, March 1, June 1 and September 1, commencing on December
1, 2008, but expressly excluding any such date occurring during the 2010
calendar year, and terminating upon the full redemption of this
Debenture.”

     

    Section
3.             Each
of the December 2009 Amending Holders (severally and not jointly) hereby amends
Section 2(a) of its respective Debenture(s) (as amended and restated pursuant to
the foregoing Section 2(a) of the Amendment) by amending and restating such
section to provide as follows:

     

    “(a)       Payment of Interest
in Cash.  The
Company shall pay interest to the Holder on the aggregate unredeemed and then
outstanding principal amount of this Debenture at the rate of 10% per annum,
payable quarterly on January 1, April 1, July 1 and October 1, beginning on the
first such date after the Original Issue Date, on each Quarterly Redemption Date
(as to that principal amount then being redeemed), and on the Maturity Date
(each such date, an “Interest
Payment Date”) (if any Interest Payment Date is not a Business Day, then
the applicable payment shall be due on the next succeeding Business Day), in
cash; provided that, notwithstanding the forgoing, the Company shall pay
interest to the Holder on the aggregate unredeemed and then outstanding
principal amount of this Debenture at the rate of 12% per annum for the period
from December 1, 2009 until April 9, 2010.”

     

    Section
4.             Waiver of all Holders Party
Hereto.  Each Holder severally and not jointly hereby waives
the following Events of Default that have occurred (whether or not continuing as
of the effectiveness of this Amendment) under any Debenture (whether such
Debenture is held by a Holder party hereto or another Holder) as a result of the
Company’s actions with regards to the following:

     

    (a)         any
Event of Default arising pursuant to Section 8(a)(i) of the respective
Debentures arising out of or attributable to the Company not paying any amount
of principal, interest, liquidated damages or other amounts owing under any
Debenture due on or prior to the date hereof pursuant to Section 2(a) of the
Debenture;

     

    (b)         any
Event of Default arising pursuant to Section 8(a)(iii) of the respective
Debentures arising out of or attributable to any breach of Section 4.21 of the
Purchase Agreement as a result of the Company’s increase of the individual cash
salaries of the chief executive officer and the chief financial officer beyond
2008 levels in October, 2009; and

     

    
      
         


      

      
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    (c)         any
Event of Default arising pursuant to Section 8(a)(iii) of the respective
Debentures arising out of or attributable to any breach of Section 4.19(c) of
the Purchase Agreement as a result of the Company’s failure to achieve, on a
consolidated basis, EBITDA (as defined in the Purchase Agreement) of at least
$1,000,000 for the three month period ended March 31, 2010; and

     

    (d)         any
Event of Default arising pursuant to Section 8(a)(iii) of the respective
Debentures arising out of or attributable to any breach of Section 4.19(d) or
(e) of the Purchase Agreement as a result of the Company’s failure to issue any
report to the Agent.

     

    Except as expressly set forth herein,
nothing contained in this Amendment shall be construed to waive, limit, impair
or otherwise affect any rights of a Holder in respect of any “Event of Default”
(as defined in the Debentures).

     

    Section
5.             Waiver of December 2009
Amending Holders. In addition to all other agreements contained in this
Amendment, by executing this Amendment each December 2009 Amending Holder,
severally and not jointly, agrees to waive the requirement that the Company pay
the Quarterly Redemption Amount that was originally due on December 1, 2009 and,
pursuant to December 2009 Amendment, was amended to be due on December 1, 2010,
until the Maturity Date; provided, however, that the
Company shall be permitted to pay such Quarterly Redemption Amount, in cash, at
any time on or after the date hereof.

     

    Section
6.             Consideration.  As
consideration for the approval of this Amendment, the Company shall issue to
Midsummer Investments, Ltd. if a signatory to this Amendment within 10 business
days after the closing of the March 2010 Offerings  147,094 shares
(the “Preferred
Shares”) of Series A Convertible Peferred Stock (“Series A
Preferred Stock”) and to each other Holder signatory to this Amendment
within 10 business days after the closing of the March 2010 Offerings shares of
common stock, no par value, in the Company (“Common
Stock”) equal to the percentage that the principal amount outstanding
under its respective Debenture at such time bears to the aggregate principal
amount outstanding under all Debentures held by Holders party hereto multiplied
by 3,940,678 shares of Common Stock (the  “Common
Shares,” and, together with the Preferred Shares, the “Shares
”).

     

    Section
7.             Representations and
Warranties of the Holders.  Each Holder party hereto hereby
makes to the Company the following representations and warranties:

     

    (a)         
Holder is an “accredited investor,” as defined in Rule 501 under the Securities
Act of 1933, as amended (the “Securities
Act”).

     

    (b)          Holder
understands and agrees to the following transfer restrictions on the Shares held
by such Holder:

     

    
      
         


      

      
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    (1)           The
Shares and the shares of Common Stock underlying the Preferred Shares may only
be disposed of in compliance with state and federal securities laws. In
connection with any transfer of Shares or the shares of Common Stock underlying
the Preferred Shares other than pursuant to an effective registration statement
or Rule 144, to the Company or to an Affiliate of a Holder or in connection with
a pledge as contemplated in Section 7(b)(3), the Company may require the
transferor thereof to provide to the Company an opinion of counsel selected by
the transferor and reasonably acceptable to the Company, the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect
that such transfer does not require registration of such transferred Shares or
the shares of Common Stock underlying the Preferred Shares under the Securities
Act. As a condition of transfer, any such transferee shall agree in writing to
be bound by the terms of this Amendment and shall have the rights of a Holder
under this Amendment and the registration rights agreement, dated the date
hereof, among the Company and the Holders and other signatories thereto (“Registration
Rights Agreement”). For purposes of this Amendment, “Affiliate”
(and, with a correlative meaning, “affiliated”)
means, with respect to any Person, any direct or indirect subsidiary of such
Person, and any other Person that directly, or through one or more
intermediaries, Controls or is Controlled by or is under common Control with
such first Person.  As used in this definition, “Control”
(and, with correlative meanings, “Controlled
by” and “under common
Control with”) means the possession, directly or indirectly, of the power
to direct the management or policies of a Person (whether through ownership of
securities or partnership or other ownership interests, by contract or
otherwise) and shall be construed as such term is used in the rules promulgated
under the Securities Act.

     

    (2)           The
Holder agrees to the imprinting, so long as is required by this Section 7(b), of
a legend on any of the Shares and the shares of Common Stock underlying the
Preferred Shares in the following form:

     

    THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION.  THE SHARES MAY NOT BE OFFERED,
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT, OR (2) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER
JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS
THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT
THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND
SUCH OTHER APPLICABLE LAWS.

     

    
      
         


      

      
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    (3)           The
Company acknowledges and agrees that Holder may from time to time pledge
pursuant to a bona fide margin agreement with a registered broker-dealer or
grant a security interest in some or all of the Shares and the shares of Common
Stock underlying the Preferred Shares to a financial institution that is an
“accredited investor” as defined in Rule 501 under the Securities Act and who
agrees to be bound by the provisions of this Amendment and, in the case of the
Common Stock, the Registration Rights Agreement and, if required under the terms
of such arrangement, such Holder may transfer pledged or secured Shares or
shares of Common Stock underlying the Preferred Shares to the pledgees or
secured parties. Such a pledge or transfer would not be subject to approval of
the Company and no legal opinion of legal counsel of the pledgee, secured party
or pledgor shall be required in connection therewith. Further, no notice shall
be required of such pledge. At the Holder’s expense, the Company will execute
and deliver such reasonable documentation as a pledgee or secured party of
Shares may reasonably request in connection with a pledge or transfer of the
Shares, including, if the Shares and the Common Stock underlying the Preferred
Shares are subject to registration pursuant to the Registration Rights
Agreement, the preparation and filing of any required prospectus supplement
under Rule424(b)(3) under the Securities Act or other applicable provision of
the Securities Act to appropriately amend the list of selling stockholders
thereunder.

     

    (4)           Certificates
evidencing Common Shares and the shares of Common Stock underlying the Preferred
Shares shall not contain any legend (including the legend set forth in Section
7(b)(2) hereof): (i) while a registration statement covering the resale of such
security is effective under the Securities Act, or (ii) following any sale of
such Common Shares and shares of Common Stock underlying the Preferred Shares
pursuant to Rule 144, or (iii) if such Common Shares and shares of Common Stock
underlying the Preferred Shares are eligible for sale pursuant to Rule 144, or
(iv) if such legend is not required under applicable requirements of the
Securities Act (including judicial interpretations and pronouncements issued by
the staff of the Commission).  The Company shall cause its counsel to
issue a legal opinion to the Transfer Agent promptly after the effective date of
a registration statement if required by the Transfer Agent to effect the removal
of the legend hereunder.  The Company agrees that following the
effective date of a registration statement or at such time as such legend is no
longer required under this Section 7(b), it will, no later than three Trading
Days following the delivery by Holder to the Company or the Transfer Agent of a
certificate representing Common Shares and shares of Common Stock underlying the
Preferred Shares (such third Trading Day, the “Legend Removal
Date”), as applicable, issued with a restrictive legend,
deliver  or cause to be delivered to Holder a certificate representing
such Common Shares and shares of Common Stock underlying the Preferred Shares
that is free from all restrictive and other legends. The Company may not make
any notation on its records or give instructions to the Transfer Agent that
enlarge the restrictions on transfer set forth in this Section
7(b).  Certificates for Common Shares and shares of Common Stock
underlying the Preferred Shares subject to legend removal hereunder shall be
transmitted by the Transfer Agent to Holder by crediting the account of the
Holder’s prime broker with the Depository Trust Corporation System as directed
by Holder.

     

    
      
         


      

      
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    (5)           In
addition to such Holder’s other available remedies, the Company shall pay to a
Holder, in cash, as partial liquidated damages and not as a penalty, for each
$1,000 of Common Shares (based on the VWAP of the Common Stock on the date such
Common Shares are submitted to the Transfer Agent) delivered for removal of the
restrictive legend and subject to Section 7(b), $10 per Trading Day (increasing
to $20 per Trading Day 5 Trading Days after such damages have begun to accrue)
for each Trading Day after the Legend Removal Date until such certificate is
delivered without a legend.  Nothing herein shall limit such Holder’s
right to pursue actual damages for the Company’s failure to deliver certificates
representing any Securities as required by the Transaction Documents, and such
Holder shall have the right to pursue all remedies available to it at law or in
equity including, without limitation, a decree of specific performance and/or
injunctive relief.

     

    (6)           Holder
agrees that Holder will sell any Shares or shares of Common Stock underlying the
Preferred Shares pursuant to either the registration requirements of the
Securities Act, including any applicable prospectus delivery requirements, or an
exemption therefrom, and that if Common Shares or shares of Common Stock
underlying the Preferred Shares are sold pursuant to a registration statement,
they will be sold in compliance with the plan of distribution set forth therein,
and acknowledges that the removal of the restrictive legend from certificates
representing Shares and shares of Common Stock underlying the Preferred Shares
as set forth in this Section 7(b) is predicated upon the Company’s reliance upon
this understanding.

     

    (c)           Holder
acknowledges and agrees that it has received material nonpublic information in
connection with the transactions contemplated by this Amendment and that it will
not sell or otherwise dispose of any of the Shares and it will keep all such
information confidential unless and until such material nonpublic information
has been publicly disclosed or no longer constitutes material nonpublic
information in accordance with Section 7(c).

     

    (d)           The
Company shall, within 4 Trading Day (as defined below) of the date hereof, issue
a Current Report on Form 8-K disclosing the material terms of the transactions
contemplated by this Amendment, and shall attach this Amendment and all other
related agreements thereto (the “8-K
Filing”).  From and after the filing of the 8-K Filing with the
United Stated Securities Exchange Commission, the Holder shall not be in
possession of any material, nonpublic information received from the Company, any
of its subsidiaries or any of their respective officers, directors, employees or
agents, that is not disclosed in the 8-K Filing.  The Company shall
consult with the Holders in issuing any other press releases with respect to the
transactions contemplated by this Amendment. Trading Day shall mean a day on
which the principal Trading Market is open for trading.  Trading
Market shall mean any of the following markets or exchanges on which the Common
Stock is listed or quoted for trading on the date in question: the NYSE AMEX,
the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors
to any of the foregoing).


    (e)           Holder
understands that the Shares are issued to it in reliance upon specific
exemptions from the registration requirements of the Securities Act and state
securities laws, and that the Company is relying upon the truth and accuracy of,
and the Holder’s compliance with, the representations, warranties, agreements,
acknowledgements and understandings of the Holder set forth herein, in order to
determine the availability of such exemptions and the eligibility of the Holder
to acquire the Shares.

     

    
      
        
        

      

      
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    (f)           Holder
confirms that, in making Holder’s decision to acquire the Shares hereby
subscribed for, Holder has relied solely upon independent investigations made by
Holder or Holder’s representative(s), including Holder’s own professional tax
and other advisers and that Holder and such representatives have had access to
and an opportunity to inspect all relevant information relating to the Company
(including all documents referenced herein) sufficient to enable Holder to
evaluate the merits and risks of Holder’s acquisition of the Shares
hereunder.

     

    (g)           Holder
has had the opportunity to ask questions of officers of the Company and has
received satisfactory answers respecting, and has obtained such additional
information as Holder has desired regarding the business, financial condition
and affairs of the Company.  Holder acknowledges and represents that
it has received and reviewed the Company’s confidential private placement
memorandum dated as of March 13, 2010, as supplemented on Apirl 8, 2010
..

     

    (h)           Holder
is not acquiring the Shares with a view to realizing any benefits under the
United States federal income tax laws with respect to Holder’s share of any
losses or expenses of the Company, and no representations have been made to
Holder that any such benefits will be available as a result of Holder’s
acquisition, ownership or disposition of the Shares.

     

    (i)           Holder
understands that the Shares are “restricted securities” and have not been
registered under the Securities Act or any applicable state securities law and
is acquiring the Shares as principal for its own account and not with a view to
or for distributing or reselling such securities or any part thereof in
violation of the Securities Act or any applicable state securities law, has no
present intention of distributing any of such securities in violation of the
Securities Act or any applicable state securities law and has no direct or
indirect arrangement or understandings with any other persons to distribute or
regarding the distribution of such securities (this representation and warranty
not limiting such Holder’s right to sell such securities pursuant to a
registration statement or otherwise in compliance with applicable federal and
state securities laws) in violation of the Securities Act or any applicable
state securities law.  Such Holder is acquiring the securities
hereunder in the ordinary course of its business.

     

    (j)           Such
Holder, either alone or together with its representatives, has such knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the prospective investment in the
Shares, and has so evaluated the merits and risks of such
investment.

     

    (k)           Holder
was not contacted by the Company or its representatives for the purpose of
investing in any securities of the Company offered hereby through any
advertisement, article, mass mailing, cold call, notice or any other
communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or any seminar or meeting whose attendees
were invited by any general advertising.

     

    
      
         


      

      
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    (l)           Except
as expressly set forth herein, each Holder, to its knowledge without independent
investigation, acknowledges there are no “Events of Default” (as defined in the
Debentures) under its Debentures that currently exist as of the date of that
Holder’s execution of this Amendment.

     

    Section
8.             Representations and
Warranties of the Company.  The Company hereby makes to the
Holders party hereto the following representations and warranties:

     

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

     

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

     

    
      
         


      

      
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    (c)           Equal
Consideration.  Except as provided in Section 6 hereof, no
consideration has been paid to any person to amend or consent to a waiver,
modification, forbearance or otherwise of any provision of any of the
Transaction Documents pursuant to this Amendment.

     

    (d)           Survival; Bring
Down.  All of the Company’s warranties and representations
contained in this Amendment shall survive the execution, delivery and acceptance
of this Amendment by the parties hereto.

     

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

     

    (f)           Issuance of the
Securities.  The Shares are duly authorized and, when issued in
accordance with the applicable Transaction Documents, will be duly and validly
issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company other than restrictions on transfer provided for in the Transaction
Documents.

     

    (g)           Capitalization.  The
capitalization of the Company is as set forth on Schedule 8(g), which Schedule
8(g) shall also include the number of shares of Common Stock owned beneficially,
and of record, by Affiliates of the Company as of April 5, 2010.  The
Company has not issued any capital stock since its most recently filed periodic
report under the Securities Exchange Act of 1934, as amended (“Exchange Act”), other than
pursuant to the exercise of employee stock options under the Company’s stock
option plans, the issuance of shares of Common Stock to employees pursuant to
the Company’s employee stock purchase plans and pursuant to the conversion
and/or exercise of Common Stock Equivalents outstanding as of the date of the
most recently filed periodic report under the Exchange Act.  The
issuance of securities hereunder will not obligate the Company to issue shares
of Common Stock or other securities to any Person (other than the Holders) and
will not result in a right of any holder of Company securities to adjust the
exercise, conversion, exchange or reset price under any of such
securities.  All of the outstanding shares of capital stock of the
Company are validly issued, fully paid and nonassessable, have been issued in
compliance with all federal and state securities laws, and none of such
outstanding shares was issued in violation of any preemptive rights or similar
rights to subscribe for or purchase securities.  There are no
stockholders agreements, voting agreements or other similar agreements with
respect to the Company’s capital stock to which the Company is a party or, to
the knowledge of the Company, between or among any of the Company’s
stockholders.

     

    
      
         


      

      
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    Section
9.         
    Miscellaneous.

     

    (a)      
   Mechanics of Conversion of
Exchange Securities.

     

    (1)           The
date of receipt of a Holder’s certificates representing Preferred Shares,
together with a notice by the Holder of its election of conversion, by the
Transfer Agent or the Company will be the date of conversion (the “Conversion
Date”).  Not later than three (3) Trading Days after each
Conversion Date (the “Share Delivery
Date”), the Company shall deliver, or cause to be delivered, to the
converting Holder a certificate or certificates representing the number of
shares of Common Stock to which such Holder is entitled, which shall be free of
restrictive legends and trading restrictions (other than those which may then be
required by the agreement pursuant to which the Holder acquired the Preferred
Shares).  The Company shall use its best efforts to deliver any
certificate or certificates required to be delivered by the Company under this
Section 9(a) electronically through the Depository Trust Corporation or another
established clearing Corporation performing similar functions.

     

    (2)           If
such certificate or certificates are not delivered to or as directed by the
applicable Holder by the Share Delivery Date, the Holder shall be entitled to
elect by written notice to the Company at any time on or before its receipt of
such certificate or certificates to rescind such conversion, in which event the
Company shall promptly return to the Holder any original Preferred Share
certificate delivered to the Company.  If such Holder receives Common
Stock certificates because such certificates were mailed to the Holder before
the Company received notice of the Holder’s rescission, the Holder shall
promptly return to the Company the Common Stock certificates.

     

    (3)           Subject
to amending the Company’s Articles of Incorporation to increase the number of
authorized shares of Common Stock, the Company’s obligation to issue and deliver
the Common Stock upon conversion of Preferred Shares in accordance with the
terms hereof are absolute and unconditional, irrespective of any action or
inaction by a Holder to enforce the same, any waiver or consent with respect to
any provision hereof, the recovery of any judgment against any person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by such Holder or any other
person of any obligation to the Company or any violation or alleged violation of
law by such Holder or any other person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to such
Holder in connection with the issuance of such Common Stock; provided, however,
that such delivery shall not operate as a waiver by the Company of any such
action that the Company may have against such Holder.  In the event a
Holder shall elect to convert any or all of its Preferred Shares, the Company
may not refuse conversion based on any claim that such Holder or any one
associated or affiliated with such Holder has been engaged in any violation of
law, agreement or for any other reason, unless an injunction from a court, on
notice to Holder, restraining and/or enjoining conversion of all or part of the
Preferred Shares of such Holder shall have been sought and obtained, and the
Company posts a surety bond for the benefit of such Holder in the amount of
$1.00 per Preferred Share that is subject to the injunction, which bond shall
remain in effect until the completion of arbitration/litigation of the
underlying dispute and the proceeds of which shall be payable to such Holder to
the extent it obtains judgment.  In the absence of such injunction,
the Company shall issue Common Stock and, if applicable, cash, upon a properly
noticed conversion. If the Company fails to deliver to a Holder such certificate
or certificates pursuant to Section 9(a)(3) on the second Trading Day after the
Share Delivery Date applicable to such conversion, the Company shall pay to such
Holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of
Stated Value of the Preferred Shares being converted (“Stated Value” meaning
$1 per Preferred Share), $50 per Trading Day (increasing to $100 per Trading Day
on the third Trading Day and increasing to $200 per Trading Day on the sixth
Trading Day after such damages begin to accrue) for each Trading Day after such
second Trading Day after the Share Delivery Date until such certificates are
delivered or Holder rescinds such conversion.  Nothing herein shall
limit a Holder’s right to pursue actual damages for the Company’s failure to
deliver Common Stock within the period specified herein and such Holder shall
have the right to pursue all remedies available to it hereunder, at law or in
equity including, without limitation, a decree of specific performance and/or
injunctive relief.  The exercise of any such rights shall not prohibit
a Holder from seeking to enforce damages pursuant to any other Section hereof or
under applicable law.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    (4)           In
addition to any other rights available to the Holder, if the Company fails for
any reason to deliver to a Holder the applicable certificate or certificates by
the Share Delivery Date pursuant to Section 9(a)(2), and if after such Share
Delivery Date such Holder is required by its brokerage firm to purchase (in an
open market transaction or otherwise), or the Holder’s brokerage firm otherwise
purchases, shares of Common Stock to deliver in satisfaction of a sale by such
Holder of the Common Stock which such Holder was entitled to receive upon the
conversion relating to such Share Delivery Date (a “Buy-In”), then the
Company shall (A) pay in cash to such Holder (in addition to any other remedies
available to or elected by such Holder) the amount, if any, by which (x) such
Holder’s total purchase price (including any brokerage commissions) for the
Common Stock so purchased exceeds (y) the product of (1) the aggregate number of
shares of Common Stock that such Holder was entitled to receive from the
conversion at issue multiplied by (2) the actual sale price at which the sell
order giving rise to such purchase obligation was executed (including any
brokerage commissions) and (B) at the option of such Holder, either reissue
Preferred Shares equal to the number of Preferred Share submitted for conversion
(in which case, such conversion shall be deemed rescinded) or deliver to such
Holder the number of shares of Common Stock that would have been issued if the
Company had timely complied with its delivery requirements under Section
9(a)(2). For example, if a Holder purchases shares of Common Stock having a
total purchase price of $11,000 to cover a Buy-In with respect to an attempted
conversion of Preferred Share with respect to which the actual sale price of the
Common Stock (including any brokerage commissions) giving rise to such purchase
obligation was a total of $10,000 under clause (A) of the immediately preceding
sentence, the Company shall be required to pay such Holder $1,000. The Holder
shall provide the Company written notice indicating the amounts payable to such
Holder in respect of the Buy-In and, upon request of the Company, evidence of
the amount of such loss. Nothing herein shall limit a Holder’s right to pursue
any other remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief
with respect to the Company’s failure to timely deliver certificates
representing shares of Common Stock upon conversion of the Preferred Share as
required pursuant to the terms hereof.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (b)           All
questions concerning the construction, validity, enforcement and interpretation
of this Amendment shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Amendment and (whether brought against a party
hereto or its respective Affiliates, directors, officers, shareholders,
employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of New York. Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in the City
of New York, borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Amendment and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by law. If either party shall
commence an action or proceeding to enforce any provisions of this Amendment,
then the prevailing party in such action or proceeding shall be reimbursed by
the other party for its reasonable attorneys' fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or
proceeding.

     

    (c)           The
waivers and amendments set forth herein shall not be effective unless and until
(i) the Holders of at least 90% of the current aggregate principal amount
outstanding under the Debentures shall have agreed to the terms and conditions
hereunder and executed and delivered their signature page hereto to the Company
and (ii) all conditions precedent to the effectiveness of this Amendment shall
have been satisfied.  all conditions precedent to the effectiveness of
this Amendment shall have been satisfied.  The respective obligations,
amendments, agreements and waivers of the Holders hereunder are subject to the
following conditions being met: (a) the accuracy in all material respects of the
representations and warranties of the Company contained herein and (b) the
performance by the Company of all if its obligations, covenants and agreements
required to be performed hereunder.    In addition, the
respective obligations, amendments, agreements and waivers of the Holders
hereunder shall be null and void in the event the March 2010 Offering is not
consummated on or before April 9, 2010, with gross cash proceeds of $3,5000,000
or more.

     

    (d)           The
Company shall file a proxy statement or information statement (if eligible) with
the Commission on or before the 20th Trading
Day following the date hereof, seeking shareholder approval to increase its
authorized Common Stock to at least 300,000,000 shares, and shall use its
reasonable efforts to amend the Company’s certificate or articles of
incorporation to increase the number of authorized but unissued shares of Common
Stock to at least 300,000,000 as soon as possible following the date
hereof.

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (e)           The
respective obligations, amendments, agreements and waivers hereunder of the
Holders party hereto are subject to the accuracy in all material respects of the
representations and warranties of the Company contained herein.

     

    (f)           Except
as expressly set forth above, all of the terms and conditions of the Debentures
shall continue in full force and effect after the execution of this Amendment
and shall not be in any way changed, modified or superseded by the terms set
forth herein.  From and after the 8-K Filing, the Company shall have
publicly disclosed all material, non-public information delivered to any of the
Holders by the Company or any of its subsidiaries, or any of their respective
officers, directors, employees or agents.  The parties agree that each
of them and/or their respective counsel has reviewed and had an opportunity to
revise this Amendment and, therefore, any rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Amendment or any amendments
hereto.

     

    (g)           This
Amendment may be executed in two or more counterparts and by facsimile signature
or otherwise, and each of such counterparts shall be deemed an original and all
of such counterparts together shall constitute one and the same
agreement.  The Company hereby agrees that it will reimburse Midsummer
Investment, Ltd., up to $7,500 for its legal fees and expenses upon its
execution of this Amendment.  Except as set forth in this section,
each party shall pay the fees and expenses of its advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of
this Amendment.

     

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

     

    [Signature
pages follow.]


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned parties hereto have caused this Waiver and
Amendment to Debenture to be duly executed by their respective authorized
officers as of the day and year first above written.

     

    
      
        
          
            	 
      	
                    EPIC ENERGY RESOURCES,
  INC.,

                  
	 
      	
                    as
      the Company

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

    

     

    
      
         


      

      
        S
-1

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              	 
      	
                      HOLDERS

                    
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
8(g)

    


    The
following table sets forth our capitalization as of  April 5, 2010 on
an actual basis.

     

    
      
        
          
            	
                    Cash

                  	 	$	153	 
	 
      	 	 	 	 
	
                    Debentures

                  	 	 	14,922	 
	
                    Note
      Payable Secured by Assets Acquired

                  	 	 	1.343	 
	
                    Note
      Payable – EIS Acquisition

                  	 	 	1,070	 
	
                    Other
      Liabilities

                  	 	 	7,568	 
	
                            Total
      Debt

                  	 	$	24,903	 
	 
      	 	 	 	 
	
                    Stockholders’
      equity

                  	 	 	 	 
	
                    Series
      A Preferred Stock

                  	 	$	-	 
	
                    Common
      Stock, no par value, authorized 100,000,000 shares; outstanding
      45,413,7811,
      net of treasury stock

                  	 	 	33,639	 
	
                    Warrants

                  	 	 	-	 
	
                    Additional
      paid-in capital

                  	 	 	1,924	 
	
                    Accumulated
      deficit

                  	 	 	(31,778	)
	
                    Accumulated
      other comprehensive loss

                  	 	 	-	 
	
                    Treasury
      stock, at cost, no shares

                  	 	 	-	 
	
                    Total
      stockholders’ equity

                  	 	 	3,785	 
	 
      	 	 	 	 
	
                    Total
      Capitalization

                  	 	$	28,688	 


          

        

      

    

    


    
      
        

      

    

    
      1 Of
which, Affiliates of the Company own 77.5%.