Unassociated Document


    Amendment
      3 To Joint Exploration Agreement

     

    This
      Third Amendment
      (“Third
      Amendment”) to that certain Letter Agreement (the “Letter Agreement”) dated
      September 26, 2006, that certain Amendment No. 1 to Letter Agreement dated
      December 12, 2006 (the “First Amendment”), that certain Joint Exploration
      Agreement (“JEA”) dated March 30, 2007, and that certain Amendment 2 to the JEA
      dated March 20, 2008 (the “Second Amendment”) all by and between MorMeg, LLC, a
      Kansas limited liability company, referred to herein as “MorMeg,” and EnerJex
      Resources, Inc., a Nevada corporation, referred to herein as “EnerJex” is
      effective as of November 6, 2008. The Letter Agreement, First Amendment, JEA
      and
      Second Amendment Collectively referred to as the “Black Oaks Documents”. MorMeg
      and EnerJex are jointly referred to herein as “the parties”. 

     

    Recitals

    


    
      	 	
              A.

            	
              Pursuant
                to Section D.5. of the JEA and Section D.5 of the Letter Agreement,
                EnerJex shall, following the minimum funding described therein and
                previously paid,
                within a reasonable length of time, secure and contribute additional
                funding so as not to cause more than thirty (30) days delay of project
                activities due to lack of funding to develop Black Oaks (the “Additional
                Capital Deadline”); and

            


    

    


    
      	 	
              B.

            	
              Pursuant
                to the Second Amendment, the Additional Capital Deadline was extended
                until December 1, 2008;

            


    

    


    
      	 	
              C.

            	
              MorMeg
                and EnerJex desire to amend the Black Oaks Documents to further extend
                the
                Additional Capital Deadline.

            


    

    


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

     

    
      	
              1.

            	
              Section
                D5 of the Letter Agreement and JEA are hereby amended and restated
                in
                their entirety as follows: 

            


    

     

    
      	 	
              5.

            	
              Notwithstanding
                anything to the contrary herein or elsewhere, EnerJex shall have
                until
                June 1, 2009 (the “Additional Capital Deadline”) to contribute additional
                capital towards the development of Black Oak, and within a reasonable
                length of time thereafter, secure and contribute additional funding
                so as
                not to cause more than thirty (30) days delay of project activities
                due to
                lack of funding to complete the project. In the event EnerJex is
                not
                successful in obtaining additional funding, or all funding, to complete
                the Black Oaks development described in Section 6, MorMeg may cancel
                and
                declare the JEA of no force and effect from the point of cancellation
                forward. In the event of cancellation of the JEA by MorMeg, the following
                procedure and formula will be used to distribute the ownership and
                pay the
                debts of the project.

            


    

     

    
      	
              2.

            	
              Sections
                D5A, and D5B of the JEA and Letter Agreement, as amended remain
                unchanged.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              In
                the event of a conflict between this Third Amendment and the Black
                Oaks
                Documents and any amendments thereto, this Third Amendment shall
                supersede
                and prevail to the extent of such
                conflict.

            


    

     

    
      	
              4.

            	
              Other
                than as specifically provided in this Third Amendment, or as reasonable
                to
                conform to the provisions or intent of this Third Amendment, all
                other
                provisions of the Black Oaks Documents shall remain in full force
                and
                effect. This Third Amendment constitutes the sole and entire agreement
                between the parties as to the matters contained herein, and supersedes
                any
                and all conversations, letters and other communications which may
                have
                been disseminated by the parties relating to the subject matter hereof,
                all of which are void and of no
                effect.

            


    

     

    
      	
              5.

            	
              Any
                capitilized terms not defined herein have the meaning set forth in
                the
                JEA. 

            


    

     

    
      	
              6.

            	
              This
                Third Amendment may be executed in any number of counterparts, all
                of
                which taken together shall constitute one and the same instrument,
                and the
                parties hereto may execute this Third Amendment by signing any such
                counterpart.

            


    

     

    
      	
              7.

            	
              The
                parties hereby agree to take or cause to be taken such action, and
                to do
                and perform all such other acts and things as are necessary, advisable
                or
                appropriate to carry out the intent and terms of this Third
                Amendment.

            


    

     

    


    In
      Witness Whereof,
      the
      parties have executed this Third Amendment as of the date first above
      written.

     

    
      	 	 	 	 
	MorMeg: 	 
	 	 	 	 
	 	MorMeg,
              LLC,
              a
              Kansas limited liability company 	 
	 	 
 	
               
 

               

               

            	 
	 	By:  	/s/
              Mark
              Haas	 
	 	 	
              
Mark
              Haas, Managing Member 	 


    

     

    
       

      
        	 	 	 	 
	EnerJex:	 
	 	 	 	 
	 	EnerJex
                Resources, Inc.,
                a Nevada corporation	 
	 	 
 	
                 

                 

                 

                
 

              	 
	 	By:  	/s/
                Steve Cochennet	 
	 	 	
                
Steve
                Cochennet, Chief Executive Officer