DIRECTOR
FEE EXCHANGE AGREEMENT

     

    THIS
DIRECTOR FEE EXCHANGE AGREEMENT (this “Agreement”) is dated
as of April ___, 2010, by and between Epic Energy Resources, Inc., a Colorado
corporation (the “Corporation”), and
the undersigned individual (the “Director”).  The
Corporation and Director are referred to as a “Party” and
collectively as the “Parties”.

     

    WHEREAS, Director has
previously deferred $_________ of his/her board fees (such deferred amount, the
“Deferred
Amount”);

     

    WHEREAS, Director desires to
exchange the Deferred Amount for shares of Series A Convertible Preferred Stock
of the Corporation (the “Shares”);
and

     

    WHEREAS, the Corporation
desires to exchange (the “Exchange”) one newly
issued and unregistered Share for each $1.00 of Deferred Amount (the Shares
received in the Exchange referred to in this Agreement as the “Exchanged
Securities”).

     

    NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     

    1.           Exchange.

     

    (a)           Exchange
Ratio.  The Corporation and Director hereby agree to exchange
at the Closing one Exchanged Security for each $1.00 of Deferred
Amount.

     

    (b)          Exchange.  To
effect this Exchange, Director will deliver to the Corporation this executed
Agreement, and the Corporation will deliver to Director a stock certificate
representing the number of shares of Exchanged Securities that is equal to the
Deferred Amount being so transferred by Director to the Corporation within [20]
business days after the Closing Date.

     

    (c)           Discharge and Satisfaction
of Deferred Amount.  The issuance of the Shares is in full
satisfaction of the Deferred Amount, and Director waives any claims to the
Deferred Amount and releases and discharges the Corporation from any further
obligation for the Deferred Amount.

     

    2.           The
Closing.

     

    (a)           Closing
Date.  The closing of the transactions contemplated by this
Agreement (the “Closing”) shall take
place at the offices of Mayer Brown LLP, 700 Louisiana, Suite 3400, Houston,
Texas 77002 at 10:00 a.m., Houston time, on April 9, 2010 (“Closing Date”), or at
such other place, date or time as the Corporation may determine in its sole
discretion.

     

    (b)          Conditions to Closing of
Directors.  The obligation of Director to consummate the
transactions on the Closing Date as contemplated by this Agreement shall be
subject to the satisfaction or waiver on or prior to the Closing Date of the
following conditions:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (i)           the
Corporation shall have performed and complied in all material respects with all
obligations and agreements required to be performed and complied with by the
Corporation hereunder on or prior to the Closing Date; and

     

    (ii)          the
representations and warranties of the Corporation contained in this Agreement
shall be true and correct in all material respects as of the Closing Date as if
made as of such date.

     

    (c)           Conditions to Closing of
Corporation.  The obligation of the Corporation to consummate
the transactions on the Closing Date shall be subject to the satisfaction or
waiver on or prior to the Closing Date of the following conditions:

     

    (i)           Director
shall have performed and complied in all material respects with all obligations
and agreements required to be performed and complied with by Director hereunder
on or prior to the Closing Date;

     

    (ii)          the
representations and warranties of Director contained in this Agreement shall be
true and correct in all material respects as of the Closing Date as if made as
of such date;

     

    (iii)         there
shall not have occurred or be likely to occur any event materially affecting the
Corporation’s business or financial affairs that would or might reasonably be
expected to prohibit, prevent, restrict or delay the Closing or that might
reasonably be expected to be material to Director in deciding whether to
participate in the Exchange;

     

    (iv)        there
shall not have been any action taken or threatened, or any statute, rule,
regulation, judgment, order, stay, decree or injunction promulgated, enacted,
entered, enforced or deemed applicable to the Exchange, by or before any court
or governmental regulatory or administrative agency or authority, tribunal,
domestic or foreign, that (a) challenges the making of the Exchange or might
reasonably be expected to, directly or indirectly, prohibit, prevent, restrict
or delay consummation of, or might otherwise reasonably be expected to adversely
affect in any material manner, the Exchange; or (b) could reasonably be expected
to materially adversely affect the Corporation’s business, condition (financial
or otherwise), income, operations, properties, assets, liabilities or prospects,
or materially impair the contemplated benefits of the Exchange, or the
consummation of the Exchange as a whole to the Corporation or that might be
material to Director in deciding whether to participate in the Exchange;
and

     

    (v)         the
Corporation’s sale of a minimum of 3,500,000 shares of the Corporation’s Series
A Preferred Stock, as contemplated by Corporation’s confidential private
placement memorandum dated as of March 13, 2010, as supplemented on April 6,
2010 (the “Private Placement Memorandum”);

     

    (vi)        the
holders of the Corporation’s Series C Warrants tender, and do not withdraw, 100%
of the Corporation’s outstanding Series C Warrants, as contemplated by the
Private Placement Memorandum;


    
      
         


      

      
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    (vii)       the
holders of the Corporation’s Series D Warrants tender, and do not withdraw, 100%
of the Corporation’s outstanding Series D Warrants, as contemplated by the
Private Placement Memorandum; and

     

    (viii)      holders
of at least 90% of the outstanding principal amount of the Debentures execute
the Waiver and Amendment to Debenture and the Amendment to Securities Purchase
Agreement, as contemplated by the Private Placement Memorandum.

     

    3.           Representations and
Warranties of the Corporation.  The Corporation represents and
warrants to Director as follows:

     

    (a)           Corporate
Status.  The Corporation is a corporation duly organized,
validly existing and in good standing under the laws of the State of Colorado
and is duly licensed or qualified to transact business as a foreign corporation
and is in good standing in each jurisdiction in which the nature of the business
transacted by it or the character of the properties owned or leased by it
requires such licensing or qualification, except where the failure to be so
licensed or qualified would not reasonably be expected to have a material
adverse effect on the business, condition (financial or otherwise) or assets of
the Corporation.  The Corporation has full power and authority,
corporate or otherwise, to own and hold its properties and to carry on its
business as now conducted and as proposed to be conducted, to execute, deliver
and perform this Agreement.

     

    (b)          Authorization/Enforceability.  The
execution and delivery of this Agreement and the performance by the Corporation
of its obligations hereunder, have been duly authorized by all requisite action,
corporate or otherwise, and constitute the valid and legally binding obligations
of the Corporation, enforceable in accordance with its terms and
conditions.  The Corporation need not give any notice to, make any
filing with, or obtain any authorization, consent, or approval of any
Governmental Authority in order to consummate the transactions contemplated by
this Agreement, except with respect to federal and state securities
laws.

     

    (c)           Non-Contravention.  The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, will not violate any provision of law, any
order of any court or other agency of government or the Articles of
Incorporation or Bylaws of the Corporation, as may be amended to date, and do
not and will not result in a material breach of or constitute (with due notice
or lapse of time or both) a material default under any provision of any
indenture, agreement or other instrument to which the Corporation, or any of its
properties or assets, is bound.

     

    (d)           Consents/Approvals.  No
consent, approval, authorization, order, registration or qualification of or
with any Governmental Authority or other Person or entity is required for the
issuance and sale of the Exchanged Securities by the Corporation to Director or
the consummation by the Corporation of the transactions contemplated by this
Agreement.


    
      
         


      

      
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    (e)           Exchanged Securities
Authorization.  The Exchanged Securities have been duly
authorized and, when issued and delivered, will be duly and validly issued and
fully paid and nonassessable.  Upon consummation of the transactions
contemplated hereby, good and valid title to the Exchanged Securities, free and
clear of all Claims, will be transferred by the Corporation to
Director.

     

    (f)           Capitalization.  The
capitalization of the Corporation is as set forth on Schedule 3(f), which
Schedule 3(f) shall also include the number of shares of the Corporation’s
common stock, no par value (“Common Stock”) owned
beneficially, and of record, by Affiliates of the Corporation as of the date
hereof.  The Corporation 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 Corporation’s stock option plans, the issuance of shares of Common
Stock to employees pursuant to the Corporation’s employee stock purchase plans
and pursuant to the conversion and/or exercise of other securities of the
Corporation that are convertible into Common Stock 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 Corporation to issue
shares of Common Stock or other securities to any Person (other than Director)
and will not result in a right of any holder of Corporation securities to adjust
the exercise, conversion, exchange or reset price under any of such securities,
except with respect to any Series C Warrant and Series D Warrant that remain
outstanding. All of the outstanding shares of capital stock of the Corporation
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 Corporation’s
capital stock to which the Corporation is a party or, to the knowledge of the
Corporation, between or among any of the Corporation’s
stockholders.

     

    4.           Representations and
Warranties of Director.  Director represents and warrants,
severally and not jointly, to the Corporation as follows:

     

    (a)           Legal
Capacity.  Director has full legal right, power and capacity to
execute and deliver this Agreement and to perform his, her or its obligations
hereunder.  This Agreement constitutes the valid and legally binding
obligation of Director, enforceable in accordance with its terms and
conditions.  Director need not give any notice to, make any filing
with, or obtain any authorization, consent, or approval of any third party or
Governmental Authority in order to consummate the transactions contemplated by
this Agreement.  Except as set forth on the signature page hereto, no
Person has any community property rights by virtue of marriage or otherwise in
the Deferred Amount.  Any such Person with community property rights
has duly executed and delivered to the Corporation at or prior to the Closing a
copy of the consent attached hereto as Exhibit
A.


    
      
         


      

      
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    (b)           Non-Contravention.  The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, will not violate any provision of law, any
order of any court or other agency of government, as may be applicable, and do
not and will not result in a material breach of or constitute (with due notice
or lapse of time or both) a material default under any provision of any
agreement or other instrument to which Director is bound.

     

    (c)           Consents/Approvals.  No
consent, approval, authorization, order, registration or qualification of or
with any Governmental Authority or other entity or Person is required for the
Exchange or the consummation by Director of the transactions contemplated by
this Agreement.

     

    (d)           Investment
Representations.

     

    (i)           Director
qualifies as an “accredited investor” (as defined in Rule 501(a) of Regulation D
under the Securities Act of 1933, as amended (the “Securities Act”)) and
is acquiring the Exchanged Securities hereunder for his/her own account and with
no intention of distributing or selling the Exchanged Securities except pursuant
to a registration or an available exemption under applicable
law.  Director understands that the Exchanged Securities have not been
(and are not being) registered under the Securities Act by reason of their
contemplated issuance in transaction(s) exempt from the registration and
prospectus delivery requirements of the Securities Act pursuant to
Section 4(2) thereof (including the rules and regulations promulgated
thereunder), and that the reliance of the Corporation on such exemption from
registration may be predicated in part on the representations and warranties of
Director hereunder.

     

    (ii)          Director
agrees that it will not sell or otherwise dispose of any of the Exchanged
Securities unless such sale or other disposition has been registered or is
exempt from registration under the Securities Act and has been registered or
qualified or is exempt from registration or qualification under applicable
securities laws of any state. Director agrees that, prior to selling or
otherwise disposing of any of the Exchanged Securities pursuant to an exemption
under the Securities Act, the Corporation may require an opinion of counsel
selected by the Corporation, the form and substance of which opinion shall be
reasonably satisfactory to the Corporation, to the effect that such sale or
disposition does not require registration of such Exchanged Securities under the
Securities Act.

     

    (iii)         Director
understands that a restrictive legend consistent with the foregoing set forth in
Section 7(a) of
this Agreement has been or will be placed on the certificates evidencing the
Exchanged Securities to be issued to him/her hereunder, and related stop
transfer instructions will be noted in the transfer records of the Corporation
and/or its Transfer Agent for the Exchanged Securities during the
Suspension.

     

    (iv)        Director
will comply with insider trading laws and policies and the applicable “control
securities” provisions of Rule 144 in addition to any other obligations set
forth in this Agreement.


    
      
         


      

      
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    (v)         Director
has such knowledge and experience in financial and business matters so as to be
capable of evaluating the merits and risk of an investment in the Exchanged
Securities.  Director acknowledges that he/she has had access to all
information concerning the Corporation and its respective businesses, assets,
liabilities, financial statements, and obligations which have been requested and
has been provided the opportunity to ask questions of and receive answers from
the Corporation to fully and effectively evaluate the Exchange and the
transactions contemplated herein.  Director acknowledges and
represents that he/she has received and reviewed the Private Placement
Memorandum.  Director understands that there is a holding period for
purposes of Rule 144 under the Securities Act with respect to the Exchanged
Securities, and Director is able to bear the economic risk of loss of the
investment in such Exchanged Securities and is able to afford a complete loss of
such investment.

     

    5.           Indemnification.

     

    (a)           Director
understands and acknowledges that the Corporation is relying on representations,
warranties, covenants and agreements made by Director to the Corporation in this
Agreement.  Director hereby agrees to indemnify, defend and hold
harmless the Corporation, its Affiliates and their directors, officers,
shareholders, principals, representatives, agents and employees (each, a “Corporation Indemnified
Party”), against any and all loss, damage, liability or expense
(including, but not limited to, expenses related to the investigation and
enforcement of any provisions of this Agreement and/or any reasonable attorneys’
fees) (collectively, “Losses”) which any
Corporation Indemnified Party may suffer, sustain or incur by reason of or in
connection with or arising under (i) any inaccuracy or breach of
representation or warranty of Director contained in this Agreement;
(ii) the breach of this Agreement or any covenant or agreement made by
Director in this Agreement; or (iii) the sale or distribution by Director
of the Exchanged Securities in violation of this Agreement and/or the Securities
Act or any other applicable law.  This right to indemnification is in
addition to any other remedy available to the Corporation under this
Agreement.

     

    (b)           The
Corporation understands and acknowledges that Director is relying on
representations, warranties, covenants and agreements made by the Corporation to
Director in this Agreement.  The Corporation hereby agrees to
indemnify, defend and hold harmless Director against any and all Losses which
Director may suffer, sustain or incur by reason of or in connection with or
arising under (i) any inaccuracy or breach of representation or warranty of
the Corporation contained in this Agreement; or (ii) the breach of this
Agreement or any covenant or agreement made by the Corporation in this
Agreement.  This right to indemnification is in addition to any other
remedy available to Director under this Agreement.

     

    6.           Certain
Definitions.

     

    (a)           “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.


    
      
         


      

      
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    (b)           “Claims” shall mean
the following of any nature whatsoever: security interests, liens, deeds of
trust, hypothecations, pledges, claims (pending or threatened), charges,
escrows, encumbrances, lock-up arrangements, options, rights of first offer or
refusal, community property rights, mortgages, indentures, security agreements
or other agreements, arrangements, contracts, commitments, understandings or
obligations, whether written or oral and whether or not relating in any way to
credit or the borrowing of money.

     

    (c)           “Commission” means the
United States Securities and Exchange Commission.

     

    (d)           “Governmental
Authority” means any entity exercising Director, legislative, judicial,
regulatory or administrative functions of or pertaining to government, including
any governmental authority, independent or autonomous official authority,
agency, department, board, commission or instrumentality of the United States or
any other country, or any political subdivision thereof, whether federal, state
or local, and any tribunal, court or arbitrator(s) of competent
jurisdiction.

     

    (e)           “Person(s)” means and
includes any natural persons, sole proprietorships, corporations, limited
partnerships, limited liability companies, general partnerships, joint stock
companies, joint ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not
legal entities, all Governmental Authorities and all other
entities.

     

    (f)           
“Trading Day”
means a day on which the principal Trading Market is open for
trading.

     

    (g)           “Trading Market” means
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).

     

    (h)           “Transfer Agent” shall
mean TranShare Corporation at 5150 DTC Parkway, Suite 325, Greenwood Village, CO
80111, in its capacity as transfer agent to the Corporation, or any successor
transfer agent to the Corporation.


    
      
         


      

      
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    7.           Miscellaneous.

     

    (a)           Legend
Requirement.

     

    (i)           Each
certificate representing Exchanged Securities held or acquired by Director will
contain legends acknowledging that the shares represented by such certificate
are restricted securities and are subject to this Agreement, as
follows:

     

    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.

     

    (ii)          The
Corporation agrees that following such time as such legend is no longer required
under this Section 7(a), it will, no later than ten trading days following the
delivery by Director to the Corporation or the Transfer Agent of a certificate
representing the Exchanged Securities, as the case may be, issued with a
restrictive legend, deliver or cause to be delivered to Director a certificate
representing such shares that is free from all restrictive and other
legends.  The Corporation shall cause legal counsel to issue an opinion to
the Transfer Agent promptly if the Transfer Agent conditions the removal of the
legend on receipt of such an opinion. The Transfer Agent and any applicable
broker shall each be instructed not to recognize any transfer by Director that
does not comply with this Agreement.

     

    (b)           Material Nonpublic
Information.  Director acknowledges and agrees that it has
received material nonpublic information in connection with the Exchange and that
it will not sell or otherwise dispose of any of the Exchanged Securities unless
such material nonpublic information has been publicly disclosed or no longer
constitutes material nonpublic information.  The Company shall, within
4 Trading Days of the date hereof, issue a Current Report on Form 8-K disclosing
the material terms of the transactions contemplated hereby, and shall attach
this Agreement and all other related agreements thereto.

     

    (c)           No Right to Continued
Employment.  This Agreement shall not confer upon Director any
right with respect to continuance of employment by the Company or any subsidiary
or Affiliate of the Company.


    
      
         


      

      
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    (d)           Tax
Requirements.  The Company shall have the right to deduct any
applicable federal, state, or local taxes required by law to be withheld with
respect to the Exchange hereunder.  Director shall be required to pay
the Company the amount of any taxes that the Company is required to withhold
with respect to the Exchange at the time of the Closing.

     

    (e)           Certain
Transfers.  Director hereby covenants with the Corporation not
to make any sale of the shares of Common Stock underlying the Exchanged
Securities under the Registration Statement without complying with the
provisions of this Agreement and without effectively causing the prospectus
delivery requirement under the Securities Act to be satisfied (whether
physically or through compliance with Rule 172 under the Securities Act or any
similar rule), and Director acknowledges and agrees that such shares of Common
Stock underlying the Exchanged Securities are not transferable on the books of
the Corporation unless the certificate submitted to the transfer agent
evidencing the shares of Common Stock underlying the Exchanged Securities is
accompanied by a separate Director’s Certificate of Subsequent Sale: (i) in the
form of Exhibit
B hereto, (ii) executed by Director, and (iii) to the effect that (A) the
shares of Common Stock underlying the Exchanged Securities have been sold in
accordance with the Registration Statement, the Securities Act, and any
applicable state securities or Blue Sky laws, and (B) the prospectus delivery
requirement effectively has been satisfied.  Director acknowledges
that there may occasionally be times when the Corporation must suspend the use
of the prospectus (the “Prospectus”) forming
a part of the Registration Statement (a “Suspension”) until
such time as an amendment to the Registration Statement has been filed by the
Corporation and declared effective by the Commission, or until such time as the
Corporation has filed an appropriate report with the Commission pursuant to the
Exchange Act.  Without the Corporation’s prior written consent, which
consent shall not unreasonably be withheld or delayed, Director shall not use
any written materials to offer the shares of Common Stock underlying the
Exchanged Securities for resale other than the Prospectus, including any “free
writing prospectus” as defined in Rule 405 under the Securities
Act.  Director covenants that it will not sell any shares of Common
Stock underlying the Exchanged Securities pursuant to said Prospectus during the
period commencing at the time when the Corporation gives Director written notice
of the suspension of the use of said Prospectus and ending at the time when the
Corporation gives Director written notice that Director may thereafter effect
sales pursuant to said Prospectus.  Notwithstanding the foregoing, the
Corporation agrees that no Suspension shall be for a period of longer than 60
consecutive days, and no Suspension shall be for a period longer than 120 days
in the aggregate in any 12 month period.  Director further covenants
to notify the Corporation promptly of the sale of all of its shares of Common
Stock underlying the Exchanged Securities. The term “Registration Statement”
shall include any preliminary prospectus, final prospectus, free writing
prospectus, exhibit, supplement, or amendment included in or relating to, and
any document incorporated by reference in, the Registration
Statement.  At any time that Director is an Affiliate of the
Corporation, any resale of the Exchanged Securities or shares of Common Stock
underlying the Exchanged Securities that purports to be effected under Rule 144
shall comply with all of the requirements of such rule, including the “manner of
sale” requirements set forth in Rule 144(f).


    
      
         


      

      
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    (f)           DISCLAIMER.  THE
REPRESENTATIONS AND WARRANTIES OF THE CORPORATION CONTAINED IN SECTION 3
CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE
CORPORATION IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.  EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES, NO PARTY NOR
ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY
WITH RESPECT TO THE CORPORATION OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, AND THE CORPORATION DISCLAIMS ANY OTHER REPRESENTATIONS OR
WARRANTIES, WHETHER MADE BY SUCH PARTY OR ANY OF ITS AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES (INCLUDING WITH RESPECT TO THE
DISTRIBUTION OF THE PRIVATE PLACEMENT MEMORANDUM, OR ANY PERSON’S RELIANCE ON,
ANY INFORMATION, DISCLOSURE OR OTHER DOCUMENT OR OTHER MATERIAL MADE
AVAILABLE).

     

    (g)           Equitable
Remedy.  Each Party shall agree that in addition to any other
remedy that may be available to such Party hereunder, the Party shall be
entitled to specific performance.  Notwithstanding anything to the
contrary in this Agreement, each Party shall be responsible for paying its own
expenses, including legal fees, incurred in enforcing this
Agreement.

     

    (h)           Notices.  All
notices, claims, demands and other communications hereunder shall be in writing
and shall be deemed given upon (i) confirmation of receipt of a facsimile
transmission, (ii) confirmation of delivery when delivered by a standard
overnight carrier or (iii) the expiration of five (5) business days
after the day when mailed by registered or certified mail (postage prepaid,
return receipt requested), addressed to the respective Parties at the following
addresses (or such other address for a Party as shall be specified by like
notice):

     

    
      	
            	
              If to the Corporation, to:

            	
              Epic
      Energy Resources, Inc.

            


    

    
      	
               
      

            	
              1450
      Lake Robbins Drive, Suite 160

            


    

    
      	
               
      

            	
              The
      Woodlands, TX 77380

            


    

    


    
      	
               
      

            	
              Attention:
      Mike Kinney

            


    

    
      	
               
      

            	
              Telephone:
      (281) 419-3742

            


    

    
      	
               
      

            	
              Fax:
      (281) 419-1114

            


    

    
      	
               
      

            	
              Email:
      MKinney@1Epic.com

            


    

     

    
      	
               
      

            	
              If
      to Director, to:

            	
              Director’s
      address, phone or

              fax
      number appearing on the signature

              page
      hereto.

            


    

     

    (i)           No Third-Party
Beneficiaries.  Unless otherwise specifically set forth herein,
this Agreement shall not confer any rights or remedies upon any Person other
than the Parties hereto and their respective successors and
assigns.

     

    (j)           Entire
Agreement.  This Agreement (including the documents referred to
herein) constitutes the entire agreement among the parties hereto and supersedes
any prior understandings, agreements, or representations by or among the
parties, written or oral, to the extent they relate in any way to the subject
matter hereof.


    
      
         


      

      
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    (k)           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together will constitute one and the same
instrument.

     

    (l)           
Headings.  The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.

     

    (m)          Governing
Law.  This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Texas without giving effect to
any choice or conflict of law provision or rule (whether of the State of Texas
or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Texas.

     

    (n)           Amendments and
Waivers.  No amendment of any provision of this Agreement shall
be valid unless the same shall be in writing and signed by the Corporation and
Director.

     

    (o)           Gender.  All
pronouns and any variation thereof shall be deemed to refer to the masculine,
feminine, neuter, singular, or plural as the identity of the person or entity or
the context may require.

     

    (p)           Severability.  Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or enforceability of
the offending term or provision in any other situation or in any other
jurisdiction.

     

    (q)           No Presumption Against
Drafter.  Each of the Parties has jointly participated in the
negotiation and drafting of this Agreement.  In the event of any
ambiguity or a question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by each of the Parties and no presumptions or
burdens of proof shall arise favoring any Party by virtue of the authorship of
any of the provisions of this Agreement.

     

    (r)           Successors and
Assigns.  Except as otherwise specifically provided herein,
this Agreement shall be binding upon, and inure to the benefit of, the Parties
hereto and their respective successors and permitted assigns.

     

    (s)           Survival.  All
covenants, agreements, representations and warranties made herein shall survive
the Closing and the consummation of the exchange of the Debenture.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    EPIC
ENERGY RESOURCES, INC.

    signature
page

     

    IN
WITNESS WHEREOF, the undersigned has executed this signature page evidencing its
tender of the Deferred Amount in exchange for Shares in the
Corporation.

     

    
      
        
          
            	 
      	
                    Signature:
      _______________________________

                  
	 
      	 
      
	 
      	
                    Print
      Name: ______________________________

                  
	 
      	 
      
	 
      	
                    Address:________________________________

                  
	 
      	 
      
	 
      	
                    Phone:__________________________________

                  
	 
      	 
      
	 
      	
                    Fax:____________________________________

                  


          

        

      

    

     

    
      
        
          
            	
                    If
      applicable,  Community Property Interest

                  	 
      
	
                    In
      the Deferred Amount

                  	 
      
	 
      	 
      
	
                    Signature: 

                  	 
      	 
      
	 
      	 
      	 
      
	
                    Print
      Name: 

                  	 
      	 
      


          

        

      

    

     

    NOTE:  PLEASE
DO NOT DATE THIS AGREEMENT AS IT WILL BE DATED IF AND WHEN ACCEPTED BY THE
CORPORATION.

    


    IN
WITNESS WHEREOF, the Corporation has agreed to and accepted this Director Fee
Exchange Agreement subject to the terms and conditions hereof as of the day and
year set forth below.

     

    Date:   ___________________,
2010:

     

    
      
        
          
            	 
      	
                    EPIC
      ENERGY RESOURCES, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    


    FORM
OF

    COMMUNITY
PROPERTY WAIVER

     

    The
undersigned spouse of _____________________ hereby acknowledges that she has
read, understands and consents to the terms and provisions of Director Fee
Exchange Agreement (the “Agreement”), executed
as of ______________, 2010, consents to the execution of the Agreement and any
amendments, modifications and supplements thereto by _____________________ and
agrees that the undersigned’s interest in the Deferred Amount shall be subject
to and bound by the Agreement.  The undersigned’s obligations
hereunder shall not be affected by any amendment or other modification of the
Agreement or any document related thereto, which may be amended or modified at
any time and from time to time, without the consent of or notice to the
undersigned.

     

    
      
        	 
      	 
      
	 
      	
                Name

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

    [Transfer
Agent]

    [Address]

     

    Attention:

     

    DIRECTOR’S
CERTIFICATE OF SUBSEQUENT SALE

     

    The
undersigned, ________________________________________________ hereby certifies
[fill in official name of individual] that he/she is the holder of the shares
evidenced by the attached certificate, and as such, sold such shares on
___________________________in accordance with the terms of the [date] Director
Fee Exchange Agreement and in accordance with Registration Statement number
______________________________________________________ [fill in the number of or
otherwise identify Registration Statement] or otherwise in accordance with the
Securities Act of 1933, as amended, and, in the case of a transfer pursuant to
the Registration Statement, the requirement of delivering a current prospectus
by the Corporation has been complied with in connection with such
sale.

     

    
      
        
          
            	
                    Signature:

                  	 
      	 
      
	 
      	 
      	 
      
	
                    Print
      Name:

                  	 
      	 
      


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
C


     

    STOCK
POWER

     

    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
[_______________________________] a number of [____________] shares of Series A
Convertible Preferred Stock in Epic Energy Resources, Inc., a corporation
organized under the laws of the State of Colorado, represented by Certificate
No. [_____________] and do hereby irrevocably constitute and appoint
[_____________________________] attorney to transfer the said stock on the books
of Epic Energy Resources, Inc. with full power of substitution in the
premises.

     

    
      
        
          
            
              
                	
                        DATED:
      ____________________

                      	 
      
	 
      	 
      
	 
      	
                        Signature: 

                      	 
      
	 
      	
                        Print: 

                      	 
      
	 
      	 
      
	
                        IN
      PRESENCE OF:

                      	 
      
	 
      	 
      
	 
      	 
      
	
                        Name:

                      	 
      


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
3(f)

    


    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%.