Unassociated Document


    ENERJEX
      KANSAS, INC.

     

    A
      wholly
      owned subsidiary of EnerJex Resources, Inc.

     

    September
      15, 2008 

     

    Euramerica
      Energy Inc.

    c/o
      Antonio Beccari, President

    Via
      Petronance, 13

    25124
      Brescia, Italy

    


    
      	 	
              Re:

            	
              Amendment
                to Amended and Restated Well Development Agreement and Option for
“Gas
                City Property” dated August 10,
                2007

            


    

    


    Euramerica
      Energy Inc. (“Euramerica”) and EnerJex Kansas, Inc., formerly known as Midwest
      Energy, Inc. (“EnerJex”) originally entered into an Amended and Restated Well
      Development Agreement and Option for “Gas City Property,” dated as of August 10,
      2007, which was amended by an Addendum No. 1 (“Addendum No. 1”), dated as of
      November 27, 2007 (collectively, the “Original Agreement”), describing the terms
      for proceeding with an exploration and development program for certain leases
      owned by EnerJex. This letter further amends the Original Agreement as specified
      below (as amended, the “Agreement”) (capitalized terms not otherwise defined
      herein shall have the meanings ascribed thereto in the Original
      Agreement).

    


    RECITALS

    


    WHEREAS,
      Euramerica has elected to exercise its option to purchase the properties as
      set
      forth in Section 16 of the Agreement and has paid prior to the date hereof,
      $600,000.00, constituting a portion of the Purchase Price; and

    


    WHEREAS,
      EnerJex and Euramerica desire to extend certain deadlines in the Original
      Agreement;

    


    NOW,
      THEREFORE, for and in consideration of the foregoing and the mutual covenants,
      agreements, undertakings, representations and warranties contained herein,
      the
      parties hereto agree as follows:

    


    1. As
      described in Section 16 of the Original Agreement, the Purchase Price shall
      be
      paid either in full or in four (4) equal quarterly installments. Euramerica
      has
      elected to make payments under the quarterly installment option. Section 16
      is
      amended to provide that the third and fourth quarterly installment payments
      of
      the Purchase Price totaling $600,000.00 will become due on October 15,
      2008.

    


    2. Section
      18 of the Original Agreement shall be amended and restated in its entirety
      as
      follows: “Title to the Property will transfer upon payment of the balance of the
      drilling commitment on or before November 15, 2008.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. As
      described in Section 25 of the Original Agreement, Euramerica agreed to pay
      EnerJex $2,000,000 on or before August 31, 2008. Section 25 is amended to
      provide that Euramerica agrees to pay EnerJex the balance of the $2,000,000
      drilling commitment on or before November 15, 2008.

     

    4. Section
      26 of the Original Agreement is amended by replacing the reference to August
      31,
      2008 in the first sentence with November 15, 2008.

     

    5. As
      of the
      date hereof, Euramerica and EnerJex will enter into an agreement regarding
      the
      gathering system, disposal wells, easements and right of way and all other
      facilities (the “Facilities”) to be acquired by Euramerica and the use thereof
      by EnerJex with respect to other properties owned by EnerJex. Such agreement
      will provide that Euramerica will reserve and dedicate no less than 30% of
      the
      capacity of the Facilities for such use by EnerJex. 

     

    6. EnerJex
      may, at its option, prior to November 15, 2008 remove the approximately 120
      acres previously identified to Euramerica and any other acreage related to
      the
      Southern Star Central Gas Pipeline, Inc. Piqua gas storage field (the “Piqua
      Field Acreage”), from the Property to be sold to Euramerica and EnerJex will
      either (a) replace it within 30 days after November 15, 2008 with at least
      120
      additional acres, plus any additional acres removed, within the area identified
      in Exhibit D of the proposed Addendum No. 2 to the Original Agreement executed
      by the parties and held in escrow by Stinson Morrison Hecker LLP (“Proposed
      Addendum No. 2”) (it being acknowledged by the parties hereto that Proposed
      Addendum No. 2 is not currently deemed delivered nor effective), or (b) the
      Purchase Price shall be reduced by an amount equal to $13,636 times a fraction,
      the numerator of which is the difference of 120 acres, plus any additional
      acreage removed, minus the actual number of acres acquired by EnerJex for
      replacement pursuant to this Section 6, and the denominator of which is 120
      acres, plus any additional acres removed. If EnerJex elects to remove the Piqua
      Field Acreage from the Property to be sold to Euramerica, it will be then be
      owned solely by EnerJex and any compensation paid by Southern Star Central
      Gas
      Pipeline, Inc. to EnerJex related to the acquisition or release of the Pique
      Field Acreage shall be due solely to EnerJex. 

     

    7. The
      parties hereto acknowledge that (a) Euramerica requires no additional historical
      information regarding the Wells, and (b) Euramerica has received all information
      due or owing from EnerJex, whether explicitly or implied, and EnerJex has met
      each of its obligations of the Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Please
      confirm your agreement to comply with the foregoing by signing in the space
      provided below.

     

    
      	 	 	 
	 	ENERJEX
              KANSAS,
              INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              Steve Cochennet
	 	
              

              Name:
                Steve Cochennet

            
	 	
              Title:
                CEO

            


    

    


    


    AGREED
      AND ACCEPTED, as of the 15th day of September, 2008.

     

    
      	EURAMERICA ENERGY, INC.	 	 	 
	
               

               

            	 	 	 
	/s/
              Antonio
              Beccari	 	 	
            
	
              
Name:
              Antonio Beccari	 	 	
            
	Title:
              President