EnerJex
Resources, Inc.

    27
Corporate Woods, Suite 350

    10975
Grandview Drive

    Overland
Park, Kansas 66210

    


    January
14, 2011

    


    
      
        
          	
                  By
      Email to coalcreekenergy@yahoo.com

                	 
      	
                  By
      Email to jdlmailbox@yahoo.com

                
	
                  and
      jdlmailbox@yahoo.com

                	 
      	 
      
	 
      	 
      	
                  Mr.
      James Loeffelbein

                
	
                  J&J
      Operating, LLC

                	 
      	
                  c/o
      J&J Operating, LLC

                
	
                  Attn:  James
      Loeffelbein and John Loeffelbein

                	 
      	
                  10380
      W 179th Street

                
	
                  10380
      W 179th Street

                	 
      	
                  Bucyrus,
      KS  66013

                
	
                  Bucyrus,
      KS  66013

                	 
      	 
      
	 
      	 
      	 
      
	
                  By
      Email to coalcreekenergy@yahoo.com

                	 
      	 
      
	 
      	 
      	 
      
	
                  Mr.
      John Loeffelbein

                	 
      	 
      
	
                  c/o
      J&J Operating, LLC

                	 
      	 
      
	
                  10380
      W 179th Street

                	 
      	 
      
	
                  Bucyrus,
      KS  66013

                	
                    

                	 
      


        

      

    

    


    
      	
               
      

            	
              Re:

            	
              Acquisition
      of J&J Field Equipment, Termination of Service
    Agreement

            


    

    
      	
               
      

            	
                and
      Revised Consulting
      Arrangements                                                     

            


    

    


    Gentlemen:

    


    EnerJex
Resources, Inc. (the "Company"), and
EnerJex Kansas, Inc., a Nevada corporation ("EnerJex Kansas"), are
presenting this letter agreement (the "Agreement") to
J&J Operating, LLC ("J&J"), John
Loeffelbein ("John"), and James
Loeffelbein ("Jim") (the Company,
EnerJex Kansas, J&J, John,
and Jim are
collectively referred to as the "Parties" or
individually as a "Party") to
memorialize the terms on which the Company will acquire from J&J the field
operating equipment that is listed on Exhibit A hereto (the "Equipment"), and the
Parties will enter into certain other agreements as further described below
(collectively, the "Transactions"). 
This Agreement is intended to be, and upon execution of this Agreement by
J&J, John and Jim shall be, a binding and enforceable agreement, enforceable
against each of the Parties in accordance with its terms.

    


    Agreements
of Parties

    


    The
Parties hereby agree as follows:

    


    1. 
         Acquisition
of Equipment.  J&J will sell and convey to EnerJex Kansas, title
to the Equipment listed on Exhibit
A hereto.  That sale will be effected by J&J's execution and
delivery of the Bill of Sale in the form attached hereto as Exhibit B
(the "Bill of
Sale").

    


    (a)           Representations and
Warranties.  J&J, John and Jim, jointly and severally, represent
and warrant to the Company and EnerJex Kansas that:

    


    (i)           The
Equipment is free and clear of all liens and claims, and upon execution and
delivery of the Bill of Sale to EnerJex Kansas hereunder, EnerJex Kansas shall
acquire title to the Equipment free and clear of all liens and claims arising
through any act or omission of any person other than the Company or any of its
subsidiaries.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                J&J
      Operating, LLC

              	 
      	 
      
	
                Mr.
      John Loeffelbein

              	 
      	 
      
	
                Mr.
      James Loeffelbein

              	
                2

              	
                January
      14, 2011

              


      

    

    


    (ii)          J&J
is the sole owner of the Equipment and has full power and every lawful authority
to make, execute and deliver this Agreement and perform its obligations
hereunder without the consent of any other person.

    


    (iii)         To
the current actual knowledge of J&J, John and Jim, without any duty to
conduct any inquiry, the Equipment is in good working order and condition,
ordinary wear and tear excepted.

    


    (iv)        Neither
J&J, nor John nor Jim has engaged any broker, finder, or other similar
person in connection with the transactions contemplated by this Agreement, and
to the knowledge of J&J, John and Jim, no broker's commission, finder's fee,
or other similar fee is due to any person in connection with any of the
Transactions hereunder.

    


    (b)           AS IS Sale.  Except for
the express representations and warranties of J&J, John and Jim set forth in
Paragraph 1(a),
above, the Equipment is being sold and transferred hereunder on an "AS IS, WHERE
IS" basis, without any representation or warranty regarding the condition of the
Equipment.  J&J, John and Jim hereby disclaim all implied warranties
regarding the condition of the Equipment, including all warranties regarding the
fitness of such Equipment for any particular purpose.

    


    (c)           No Liability
Assumption.  For the avoidance of doubt, the Parties acknowledge and
agree that except for the payroll costs described in Paragraph 4, below,
neither the Company, nor EnerJex Kansas, nor any of their respective affiliates
shall assume any liability or obligation of J&J in connection with the
transactions contemplated by this Agreement.

    


    2. 
         Consulting
Agreements

    


    (a)           John's Agreement. 
Concurrently herewith, the Company and John shall execute that certain Amended
and Restated Consulting Agreement in the form attached hereto as Exhibit
C (the "Amendment"), by which
the parties shall amend the Consulting Agreement between John and the Company
dated effective December 31, 2010 ("John's
Agreement").

    


    (b)           Jim's Agreement. 
Concurrently herewith, the Company and Jim shall execute that certain Consulting
Agreement in the form attached hereto as Exhibit
D ("Jim's
Agreement"), by which the Company shall engage Jim as a
consultant.

    


    3. 
         Termination
of Service Agreement

    


    (a)           Termination.  The
Parties hereby (i) acknowledge that the Company and J&J previously executed
that certain Service Agreement dated effective December 31, 2010, which was
executed by John and Jim as to certain covenants set forth therein (the "Service Agreement"),
and (ii) agree that except as set forth in Paragraphs 3(b) and
(c), below, the
Service Agreement is hereby terminated and no party thereto shall have any
further obligation thereunder with respect to any period after the date of this
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                J&J
      Operating, LLC

              	 
      	 
      
	
                Mr.
      John Loeffelbein

              	 
      	 
      
	
                Mr.
      James Loeffelbein

              	
                3

              	
                January
      14, 2011

              


      

    

    


    (b)         Conveyance of
Interests.

    


    (i)           The
parties hereby acknowledge that (A) the Company and J&J executed the Service
Agreement in order to memorialize J&J's commitment to cause its employees to
provide asset management services for the Company and its affiliates, (B) in
consideration of those services and the noncompetition covenants therein, the
Company agreed in the Service Agreement to convey to J&J various "Interests"
in certain of the Company's properties, and (C) the parties are entering into
this Agreement in order to modify the arrangement contemplated by the Service
Agreement, so that the Company or one of its affiliates will employ 16 of
J&J's employees to work (as employees of the Company or one of its
affiliates) on the Company's properties, and John and Jim will provide
management supervisory services and other agreed services pursuant to John's
Agreement and Jim's Agreement, respectively; and

    


    (ii)           The
Company agrees that, in consideration of such services to be provided by John
and Jim to the Company and its affiliates and the noncompetition and exclusivity
commitments being provided J&J, John, and Jim under the Noncompetition
Agreement described in Paragraph 5, below,
the Company shall convey to J&J the "Interests" described in the Service
Agreement and on the same terms set forth in Section 2.2 thereof.  The
Company further agrees that such Interests shall be deemed to be fully earned
upon the conveyance of title thereto to J&J and J&J shall be entitled to
retain title thereto, including all such Interests that have been conveyed to
J&J prior to the date thereof.

    


    (c)         Survival.  In addition
to the foregoing, and notwithstanding the termination of the Service Agreement,
(i) the obligations of the parties under Section 5.4 of the Service Agreement
shall survive the termination of the Service Agreement (with respect to claims
relating to the period that the Service Agreement was in effect), and (ii) the
rights and duties of the parties under the Service Agreement shall survive to
the extent provided in Sections 6.3(a), (b) (in accordance with Paragraph 3(b)(ii),
above), (c) and (e) thereof.

    


    4. 
         Hiring
of Employees.  Concurrently herewith, the Company or one of its
affiliates shall extend employment offers to the sixteen (16) employees of
J&J listed on Exhibit
E hereto (the "Hired Employees"),
provided that the Company shall not have any obligation to employ such
individuals for any fixed period of time.  The Company or its affiliates
shall pay all payroll costs of those Hired Employees for services performed by
them for J&J in the period from January 1, 2011, through January 7, 2011
(the "Initial Payroll
Period").  Notwithstanding the foregoing, and except for such
payroll costs, J&J shall indemnify, defend, and hold the Company and each of
its subsidiaries and other affiliates, and all of their respective officers,
directors and other agents, free and harmless from and against all claims,
costs, damages and expenses arising from or relating to the employment of such
Hired Employees during the Initial Payroll Period.

    


    5. 
         Noncompetiton
Agreement.  In order to replace the noncompetition and
nonsolicitation covenants of J&J, John and Jim set forth in the Service
Agreement, and in consideration of the conveyance of the Interests pursuant to
Paragraph 3(b), above, and payment described in Paragraph 6,
below, J&J, John and Jim agree that concurrently herewith, they shall
execute that certain Noncompetition and Nonsolicitation Agreement in the form
set forth on Exhibit
F hereto (the "Noncompetiton
Agreement").


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                J&J
      Operating, LLC

              	 
      	 
      
	
                Mr.
      John Loeffelbein

              	 
      	 
      
	
                Mr.
      James Loeffelbein

              	
                4

              	
                January
      14, 2011

              


      

    

    


    6. 
         Cash
Payment to J&J, John and Jim.

    


    (a)           In
consideration of J&J's conveyance of the Equipment hereunder and the other
covenants and agreements of J&J, John and Jim in this Agreement and each of
the exhibits attached hereto, the Company shall pay to J&J concurrently
herewith the sum of Two Hundred Thirty Thousand Dollars ($230,000.00) by wire
transfer of immediately available funds in accordance with wiring instructions
provided by J&J.  The parties agree that such consideration shall be
allocated as follows:

    


    
      
        
          
            
              	
                      Item

                    	 	
                      Amount

                    	 
	 
      	 	 	 
	
                      Equipment

                    	 	$	215,000.00	 
	
                      J&J
      Covenants in Noncompetition Agreement

                    	 	 	5,000.00	 
	
                      John's
      Covenants in Noncompetition Agreement

                    	 	 	5,000.00	 
	
                      Jim's
      Covenants in Noncompetition Agreement

                    	 	 	5,000.00	 
	 
      	 	 	 	 
	
                      TOTAL

                    	 	$	230,000.00	 


            

          

        

      

    

    


    (b)           For
the avoidance of doubt, the parties acknowledge and agree that:

    


    (i)           The
Company is not assuming any claims, costs, liabilities, or expenses arising from
J&J's use and operation of the Equipment prior to the date of this
Agreement, including but not limited to all claims arising from an accident that
occurred in November 2010 and involved the pulling unit that is included as part
of the Equipment.  J&J shall indemnify, defend, and hold the Company
free and harmless from and against all such claims, costs, liabilities, or
expenses.

    


    (ii)         The
Company shall indemnify, defend, and hold J&J free and harmless from and
against all such claims, costs, liabilities, or expenses arising from or
relating to the use of the Equipment by the Company or any of its affiliates on
or after the date of this Agreement.

    


    7. 
         Insurance. 
J&J covenants and agrees that at all times until and including December 31,
2011, J&J shall maintain in full force and effect the general commercial
liability insurance policy that J&J had in effect as of December 31, 2010,
providing coverage for $1,000,000 per occurrence and $2,000,000 in the
aggregate.

    


    8. 
         Arbitration. 
Except for any action in which the plaintiff is seeking injunctive or other
equitable relief, all disputes arising under this Agreement shall be resolved or
relating to this Agreement and the rights and duties of the parties hereunder
shall be resolved by binding arbitration in Kansas City, Kansas, before a single
arbitrator under the rules then obtaining of the American Arbitration
Association.  The decision of the arbitrator shall be final and binding on
the parties, and judgment thereon may be entered in a court of competent
jurisdiction.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                J&J
      Operating, LLC

              	 
      	 
      
	
                Mr.
      John Loeffelbein

              	 
      	 
      
	
                Mr.
      James Loeffelbein

              	
                5

              	
                January
      14, 2011

              


      

    

    


    9. 
         Miscellaneous. 
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Kansas (without regard to application of the
conflict-of-law principles thereunder).  Upon the request of either party,
each of the undersigned shall make, execute, and deliver such documents and
instruments, and shall take such other actions, as may be reasonably necessary
to carry into effect the agreements of the parties described in this
Agreement.  If at any time any provision of this Agreement is or becomes
illegal, invalid or unenforceable in any respect under the law of any
jurisdiction, neither the legality, validity or enforceability of the remaining
provisions hereof, nor the legality, validity, or enforceability of such
provision under the law of any other jurisdiction, will in any way be affected
or impaired thereby, and the remainder of the provisions of this Agreement will
remain in full force and effect.  This Agreement and the Exhibits attached
hereto (a) represent the entire understanding between the parties regarding the
subject matter hereof, and supersede and replace all prior and contemporaneous
understandings, whether oral or written, regarding such subject matter, and (b)
may not be modified or amended, except by a written agreement executed after the
effective date hereof by the party sought to be charged by such modification or
amendment.  If any action or proceeding is commenced to construe or enforce
this Agreement or the rights and duties of the parties hereunder, then the party
prevailing in that action shall be entitled to recover its costs and attorneys'
fees, as well as all such costs and fees of enforcing any judgment entered
therein.  This Agreement may be executed in counterparts, each of which
shall be deemed an original and both of which, taken together, shall constitute
one and the same instrument, binding on each signatory thereto.  A copy of
this Agreement that is executed by a party and transmitted by that party to the
other party by facsimile or as an attachment (e.g., in ".tif" or ".pdf"
format) to an email shall be binding upon the signatory to the same extent as a
copy hereof containing that party's original signature.

    


    [Signatures appear on the following
page.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                J&J
      Operating, LLC

              	 
      	 
      
	
                Mr.
      John Loeffelbein

              	 
      	 
      
	
                Mr.
      James Loeffelbein

              	
                6

              	
                January
      14, 2011

              


      

    

    


    Acceptance

    


    If the
terms and conditions set forth above are acceptable to you, then please sign and
return to me, for my files, one copy of this Agreement and each of the attached
Exhibits that calls for your signature.

    


    
      
        	 
      	
                Sincerely,

              
	 
      	 
      
	 
      	
                EnerJex
      Resources, Inc., a Nevada corporation

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert Watson, Jr.

              
	 
      	 
      	
                Robert
      Watson, Jr., CEO/President

              


      

    

    


    Acceptance

    


    Each of the undersigned hereby agrees
to and accepts the foregoing terms and conditions of the Agreement set forth
above, and further agrees that the provisions thereof are legally binding upon
and enforceable against each of the undersigned in accordance with the terms of
the Agreement.

    


    
      
        
          
            	
                    J&J
      Operating, LLC, a Kansas limited liability

                  	 	 
      
	
                    company

                  	 	 
      
	 
      	 	 
      
	
                    By:

                  	
                    /s/ Jim Loeffelbein

                  	 	
                    /s/ Jim Loeffelbein

                  
	 
      	
                    Jim
      Loeffelbein, Member

                  	 	
                    Jim
      Loeffelbein, Individually

                  
	 
      	 	 
      
	
                    By:

                  	
                    /s/ John Loeffelbein

                  	 	
                    /s/ John Loeffelbein

                  
	 
      	
                    John
      Loeffelbein, Member

                  	 	
                    John
      Loeffelbein,
Individually

                  


          

        

      

    

    


    Exhibits:

    


    
      	
              A  —

            	
              List
      of Equipment

            


    

    
      	
              B  —

            	
              Bill
      of Sale

            


    

    
      	
              C  —

            	
              Amended
      and Restated Consulting Agreement
(John)

            


    

    
      	
              D  —

            	
              Consulting
      Agreement (Jim)

            


    

    
      	
              E  —

            	
              List
      of Hired Employees

            


    

    
      	
              F  —

            	
              Noncompetition
      and Nonsolicitation Agreement

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    


    List
of Equipment

    


    
      
        
          	 	
                  Blue
      Dodge Pickup Truck

                
	 	
                  Pulling
      Unit

                
	 	
                  Chevy
      2500 Pickup - 2006

                
	 	
                  1986
      F350 Ford Pickup

                
	 	
                  Minnesota
      Pulling Unit

                
	 	
                  Pulling
      Unit - Wrecked Unit

                
	 	
                  Ram
      1500 Pickup

                
	 	
                  1991
      F150 4x4 Pickup

                
	 	
                  Dodge
      1500 Pickup - John Ls

                
	 	
                  Pipe
      Trailer #1

                
	 	
                  Pipe
      Trailer #2

                
	 	
                  Two
      (2) Flatbed Trailers

                
	 	
                  Fourwheeler
      Trailer

                
	 	
                  New
      Pump Trailer

                
	 	
                  Seven
      (7) Fourwheelers for Pumpers

                
	 	
                  Trencher
      / Backhoe

                
	 	
                  Backhoe

                
	 	
                  Bobcat

                
	 	
                  Water
      Truck

                
	 	
                  Wash
      Truck #1

                
	 	
                  Wash
      Truck #2

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Bill
of Sale

    


    For Good
and Valuable Consideration, the receipt and sufficiency of which are
hereby acknowledged, J & J
Operating, LLC, a Kansas limited liability company ("Seller"), hereby
sells, assigns, transfers and conveys to EnerJex
Kansas, Inc., a
Nevada corporation ("Buyer"), all of
Seller's right, title, and interest in and to the "Equipment" described on Appendix 1
hereto.

     

    This Bill
of Sale is being delivered pursuant to that certain letter agreement dated
January 7, 2011 (the "Purchase Agreement"),
by and among Seller, EnerJex
Resources, Inc., a
Nevada corporation (the "Company"), John
Loeffelbein, and James Loeffelbein, pursuant to which Seller agreed to transfer
the Equipment to Buyer.

     

    Seller
warrants that Seller has good and marketable title to the Equipment, free and
clear of all liens and encumbrances arising from any act or omission of any
person other than Buyer and its affiliates.  Seller hereby constitutes and
appoints Buyer as the true and lawful attorney-in-fact of the Seller, for it and
in its name and stead and on behalf of and for the benefit of Buyer, to demand
and receive from time to time any and all Equipment hereby sold, assigned and
transferred, and to give receipts and releases for and in respect of the same
and any part or proceeds thereof and, from time to time, to institute and
prosecute in the name of the Seller, but at the reasonable expense and for the
benefit of Buyer, any and all proceedings at law, in equity or otherwise, which
Buyer may reasonably deem proper, to assert and enforce any claim, right or
title of any kind, in respect of any of the Equipment hereby sold, assigned and
transferred, and to defend and compromise any and all actions, suits or
proceedings in respect of any of the Equipment hereby assigned, transferred and
conveyed, and to do all acts and things in relation to said Equipment as Buyer
reasonably shall deem desirable.

    


    Seller
hereby agrees to execute and deliver to Buyer such other instruments of
conveyance, assignment, and transfer as may be reasonably necessary to more
fully convey, assign to, and vest in Buyer all of the Equipment hereby conveyed
and assigned.  This instrument is intended to make effective the sale and
assignment of the Equipment pursuant to the Purchase Agreement.  Nothing
herein is intended to supersede or modify any provisions of the Purchase
Agreement.  To the extent of any conflict or inconsistency between this
instrument and the Purchase Agreement, the Purchase Agreement shall prevail and
govern the rights and obligations of the parties hereto.

    


    IN WITNESS WHEREOF, Seller has
executed this Bill of Sale on the date set forth below.

    


    
      
        
          
            
              
                
                  
                    	 
      	 	
                            J
      & J Operating, LLC, a Kansas limited
      liability company

                          
	 
      	 	 
      
	 
      	 	
                            By:

                          	
                            /s/ John Loeffelbein

                          
	
                            Date

                          	 	
                            John
      Loeffelbein, Member

                          
	 
      	 	 
      
	 
      	 	
                            By:

                          	
                            /s/ James Loeffelbein

                          
	
                            Date

                          	 	
                            James
      Loeffelbein,
Member

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Amended and Restated
Consulting Agreement

     

    This
Amended and Restated Consulting Agreement (the "Agreement") is made
and entered into, effective as of January 14, 2011 (the "Effective Date"), by
and between EnerJex
Resources, Inc., a Nevada corporation ("Company"), and John
Loeffelbein ("Consultant"), with
reference to the following facts:

     

    Recitals:

     

    A. 
        The Company is in the business
of exploring for oil and gas deposits and drilling and producing oil and gas
wells in the States of Kansas and Texas.

    


    B. 
         Consultant is a principal
of J & J Operating, LLC, a Kansas limited liability company ("J& J"), and party
to that certain letter agreement dated January 14, 2011, by and among the
Company, J&J, Consultant, and James Loeffelbein, pursuant to which J&J
and the Company are terminating a "Service Agreement" between them and
Consultant is agreeing to execute this Agreement.

    


    C. 
         The parties have agreed to
execute this Agreement to memorialize the terms and conditions on which the
Company shall engage Consultant as an independent contractor to assist in the
supervision of the Company's operations and assets.

    


    Agreements:

    


    Now,
Therefore, the parties hereto, intending to be legally bound, do hereby
agree as follows:

    


    1.   
        PERFORMANCE OF
SERVICES

    


    1.1        Engagement. 
The Company hereby engages Consultant on the terms and conditions set forth in
this Agreement.

    


    (a)         Services. 
Consultant shall assist the Company's Chief Executive Officer (the "CEO") in supervising
the Company's operations and implementing such tasks and projects as the CEO may
direct from time to time (collectively, the "Services"). 
Such Services shall include the following:

    


    (i)          the
daily management and oversight of all ongoing field operations, including, but
not limited to, maintaining and maximizing the profitability of production on
existing leases, overseeing, arranging for, and managing drilling and completion
operations, managing and overseeing all land and leasing issues,
and

    


    (ii)        assisting
the CEO with any other project deemed necessary by the CEO to the performance of
the services contemplated by this Agreement.

    


    (b)         Business
Time.  Consultant shall devote to the performance of the Services
pursuant to this Agreement such portion of Consultant's time as the Company
reasonably determines to be necessary for Consultant to perform the services
contemplated this Agreement, which portion of Consultant's business time may
represent a majority of his business time.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    (c)           Location. 
Consultant shall perform the Services primarily from J&J’s offices in
Bucyrus, Kansas, and the Company's various mineral lease and well sites, subject
to such periodic travel to other locations as is reasonably required for the
prompt, efficient and economical performance of the Services, and as approved in
advance by the Company.

    


    (d)           Reporting. 
Consultant shall report to the CEO.

    


    1.2         Acceptance. 
Consultant hereby accepts the engagement by the Company pursuant to this
Agreement, and agrees to perform the Services in a competent, efficient,
trustworthy, and businesslike manner.

    


    2.          COMPENSATION.  The
Company shall compensate Consultant for Consultant's Services pursuant to this
Agreement as follows:

    


    2.1        Monthly
Consulting Fees

    


    (a)           Consulting
Fees. The
Company shall pay to Consultant consulting fees in the amount of Five Thousand
Dollars ($5,000.00) per month for each whole and partial month that Consultant
is performing Services pursuant to this Agreement.

    


    (b)           Car
Allowance.  The Company (a) acknowledges that Consultant shall be
required to drive amongst the Company's mineral lease and well sites, and (b)
agrees that in order to assist Consultant with the costs and expenses of such
travel, the Company shall pay to Consultant a non-accountable car allowance in
the amount of One Thousand Dollars ($1,000.00) per month for each whole and
partial month that Consultant is performing Services pursuant to this
Agreement.

    


    2.2        Payment. 
Within ten (10) days following the end of each calendar month during the term of
this Agreement, the Company shall pay to Consultant the amount of the consulting
fees and car allowance due with respect to the prior calendar month under Section 2.1,
above.

    


    3. 
         Additional
Agreements

    


    3.1        Nondisclosure
and Noncompetition.  Consultant shall have executed and delivered
the Nondisclosure and Assignment of Inventions and Works of Authorship Agreement
attached hereto as Exhibit A
and the Noncompetition and Nonsolicitation Agreement attached hereto as Exhibit
B.  Consultant's obligations thereunder shall survive the
termination of this Agreement in accordance with the terms thereof and Section 4.3(b),
below.

    


    3.2        Status. 
Consultant acknowledges that in performing Services pursuant to this Agreement,
Consultant (a) shall be an independent contractor and not an employee of the
Company, (b) shall not be entitled to participate in any fringe benefit programs
established by the Company for the benefit of its employees, and (c) shall be
solely responsible for paying prior to delinquency, and shall indemnify, defend,
and hold the Company free and harmless from and against, all income taxes,
self-employment taxes, and other taxes (including any interest and penalties
with respect thereto) imposed on the fees and expense reimbursements paid by the
Company to Consultant pursuant to this Agreement.

    


    3.3        Authority

    


    (a)           Grant of
Authority.  Consultant shall have and may exercise the following
authority without the prior approval of the Chief Executive
Officer:


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    (i)          Except
as set forth in Section 3.3(a)(iii),
below, Consultant may obligate the Company for (A) bulk purchase commitments
from individual vendors, provided that the aggregate amount of the commitment
does not exceed Twenty Thousand Dollars ($20,000) per vendor, and (B) for up to
Twenty Thousand Dollars ($20,000) per month, in the aggregate, to all other
vendors for goods and services purchased for the Company in the ordinary course
of its business;

    


    (ii)         Consultant
may resolve issues pertaining to title to property and the terms of any leases,
provided that no such issue (or collection of related issues) involves a
commitment or claim of more than Five Thousand Dollars ($5,000);

    


    (iii)        Consultant
may commit the Company for drilling contracts, provided that the amount of
the commitment for any individual drilling contract does not exceed Twenty
Thousand Dollars ($20,000); and

    


    (iv)         Consultant
shall receive reasonable administrative support from, and may manage and
redirect the tasked performed by, the Company's administrative
personnel.

    


    (b)         Other. 
Except as expressly permitted under Section 3.3(a),
above, Consultant shall have and may exercise in the name of the Company only
such authority as is expressly delegated to Consultant, in writing, pursuant to
Section 1.1(b),
above.

    


    4. 
         TERM

    


    4.1   
     Term. 
The term of this Agreement shall commence on the Effective Date and shall
terminate pursuant to Section 4.2,
below.

    


    4.2       
 Termination of Agreement

    


    (a)           Termination. 
This Agreement shall terminate five (5) years from the Effective Date,
unless sooner terminated pursuant to Section 4.2(b)
hereof.

    


    (b)           Death
or Disability of Consultant. 
This Agreement shall terminate automatically upon Consultant's death or
disability.  For purposes hereto, the term "disability" shall
mean a medical or physical condition that, in the opinion of a licensed medical
doctor reasonably acceptable to the Company and the Consultant or the
Consultant’s representative, renders Consultant incapable, either indefinitely
or for a period of at least three (3) consecutive months, of performing any
substantial portion of the Services under this Agreement.

    


    4.3     
   Effect of
Termination.  Upon the expiration or termination of this Agreement
in accordance with its terms:

    


    (a)           Consulting
Fees and Expenses.  The Company shall continue to be obligated
to (i) pay Consultant for all consulting fees accrued under Section 2.1, above, with
respect to the period ending on the effective date of termination, and (ii)
reimburse Consultant for all expenses paid or incurred prior to termination and
for which Consultant is entitled to be reimbursed pursuant to Section 2.1,
above;

    


    (b)           Nondisclosure.  Consultant
shall continue to be bound by the terms and conditions of the Nondisclosure and
Assignment of Inventions Agreement described in Section 3, above, for
a period of one (1) year after the termination of this
Agreement.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    (c)           Confidential
Materials.  Consultant shall deliver to the Company all notes
(whether in tangible or electronic form), memoranda, and other written or
otherwise recorded materials which Consultant may possess that relate to the
Company's Business or embody any partially completed or fully completed work
product pertaining to Consultant's performance of Services for the
Company.

    


    5.           MISCELLANEOUS

    


    5.1        Notices.  All
notices permitted or required by this Agreement shall be in writing, and shall
be deemed to have been delivered and received (a) when personally
delivered, (b) on the third (3rd)
business day after the date on which deposited in the United States mail,
postage prepaid, certified or registered mail, return receipt requested, (c) on
the date on which transmitted by facsimile, email, or other electronic means
producing a tangible receipt evidencing a successful transmission , or (d) on
the next business day after the day on which deposited with a regulated public
carrier (e.g., Federal
Express), freight prepaid, addressed to the party for whom intended at the
address set forth on the signature page of this Agreement, or such other
address, facsimile number or email address, notice of which has been delivered
in a manner permitted by this Section 5.1.

    


    5.2        Further
Assurances.  Each party agrees, upon the request of the other
party, to make, execute, and deliver such additional documents, and to take such
additional actions, as may be reasonably necessary to effectuate the purposes of
this Agreement.

    


    5.3        Complete
Agreement; Amendments.  This Agreement and the nondisclosure
and assignment of inventions agreement described in Section 3.1, above,
(a) contain the entire agreement and understanding between the parties and
supersede all prior and contemporaneous agreements and understandings, whether
oral or written, concerning Consultant's engagement with the Company, and
(b) shall not be modified or amended, except by a written instrument
executed after the effective date hereof by the party sought to be charged with
such amendment or modification.

    


    5.4        Counterparts;
Electronic Signatures. This Agreement may be executed in
counterparts, each of which shall be deemed an original and both of which, taken
together, shall be one and the same instrument, binding on each
signatory.  A copy of this Agreement that is executed by a party and
transmitted by that party to the other party by facsimile or email shall be
binding on the signatory to the same extent as a copy hereof containing the
signatory's original signature.

    


    5.5        Attorneys'
Fees.  If any action is commenced to construe this Agreement or
to enforce any of the rights and duties created herein, then the party
prevailing in that action shall be entitled to recover its costs and attorneys'
fees in that action, as well as all costs and fees of enforcing any judgment
entered therein.

    


    5.6        Governing
Law; Venue.  This Agreement shall be governed by and construed
in accordance with applicable provisions of Kansas law (other than its
conflict-of-law principles), and each party hereby consents to the jurisdiction
of the courts of the State of Kansas for purposes of all actions commenced to
construe or enforce this Agreement.

    


    5.7        Arbitration.  All
disputes arising under or in connection with this Agreement shall be resolved by
binding arbitration before as single arbitrator in Kansas City, Kansas, under
the rules then obtaining of the American Arbitration
Association.   The decision of the arbitrator shall be final and
binding, and judgment thereon may be entered in a court of competent
jurisdiction.   The arbitrator, in his discretion, may award to
the prevailing party the costs and fees of the arbitration.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    5.8           Binding
Effect.  This
Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and their respective heirs, successors and assigns, provided
that Consultant may not delegate his duties hereunder except with the
prior written consent of the Company, which may be withheld, conditioned or
delayed in the sole discretion of the
Company.

     

    In
Witness Whereof, the parties hereto have executed this Amended and
Restated Consulting Agreement, effective as of the Effective
Date.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      "Company:"

                                    	 
      	
                                      "Consultant:"

                                    
	
                                      EnerJex
      Resources, Inc., a Nevada
      

                                      corporation

                                    	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                      By:

                                    	
                                      /s/ Robert G. Watson,
      Jr.

                                    	 
      	
                                      /s/ John
      Loeffelbein

                                    
	 
      	
                                      Robert
      G. Watson, Jr., Chief Executive Officer

                                    	 
      	
                                      John
      Loeffelbein

                                    
	 
      	 
      	 
      	 
      
	
                                       
         

                                    	 
         	  
        
	
                                      Date

                                    	 
      	
                                      Date

                                    
	 	 	 
	
                                      Address,
      Facsimile No. & Email for
      Notices:

                                    	 
      	
                                      Address,
      Facsimile No. & Email for
      Notices:

                                    
	 	 	 
	
                                      EnerJex
      Resources, Inc.

                                    	 
      	c/o
      J&J Operating, LLC
	
                                      c/o
      Black Sable Energy, LLC

                                    	 
      	
                                      
                                        10380
      W 179th Street

                                      

                                    
	
                                      123
      Evans Avenue

                                    	 
      	
                                      
                                        Bucyrus,
      KS  66013

                                      

                                    
	
                                      San
      Antonio, Texas 78209

                                    	 
      	
                                       

                                    
	 	 
      	 
      
	
                                      Facsimile
      No.:  (___) ______________________________

                                    	 
      	
                                      Facsimile
      No.:  (___) ______________________________

                                    
	
                                      Email:    robert.watson@blacksableenergy.com

                                    	 
      	
                                      Email:    coalcreekenergy@yahoo.com

                                    
	 	 	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    Exhibit
D

     

    Consulting
Agreement

     

    This
Consulting Agreement (the "Agreement")
is made and entered into, effective as of January 14, 2011 (the "Effective
Date"), by and between EnerJex
Resources, Inc., a Nevada corporation ("Company"),
and James
D. Loeffelbein ("Consultant"),
with reference to the following facts:

     

    Recitals:

     

    A.           The
Company is in the business of exploring for oil and gas deposits and drilling
and producing oil and gas wells in the States of Kansas and Texas.

     

    B.           Consultant
is a principal of J & J Operating, LLC, a Kansas limited liability company
("J&J"),
and party to that certain letter agreement dated January 14, 2011, by and among
the Company, J&J, Consultant, and John Loeffelbein, pursuant to which
J&J and the Company are terminating a "Service Agreement" between them and
Consultant is agreeing to execute this Agreement.

     

    C.           The
parties have agreed to execute this Agreement to memorialize the terms and
conditions on which the Company shall engage Consultant as an independent
contractor to assist in the supervision of the Company's operations and
assets.

     

    Agreements:

     

    Now,
Therefore, the parties hereto, intending to be legally bound, do hereby
agree as follows:

     

    6.           PERFORMANCE
OF SERVICES

     

    6.1          Engagement.  The
Company hereby engages Consultant on the terms and conditions set forth in this
Agreement.

     

    (a)          Services.  Consultant
shall assist the Company's Chief Executive Officer (the "CEO")
in supervising the Company's operations and implementing such tasks and projects
as the CEO may direct from time to time (collectively, the "Services").  Such
Services shall include the following:

     

    (i)           the
daily management and oversight of all ongoing field operations, including, but
not limited to, maintaining and maximizing the profitability of production on
existing leases; overseeing, arranging for, and managing drilling and completion
operations, managing and overseeing all land and leasing issues,
and

     

    (ii)           assisting
the CEO with any other project deemed necessary by the CEO to the performance of
the services contemplated by this
Agreement.

     

    (b)          Business
Time.  Consultant shall devote to the performance of the
Services pursuant to this Agreement such portion of Consultant's time as the
Company reasonably determines to be necessary for Consultant to perform the
services contemplated this Agreement, which portion of Consultant's business
time may represent a majority of his business
time.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)           Location.  Consultant
shall perform the Services primarily from J&J’s offices in Bucyrus, Kansas,
and the Company's various mineral lease and well sites, subject to such periodic
travel to other locations as is reasonably required for the prompt, efficient
and economical performance of the Services, and as approved in advance by the
Company.

     

    (d)           Reporting.  Consultant
shall report to the CEO.

     

    6.2          Acceptance.  Consultant
hereby accepts the engagement by the Company pursuant to this Agreement, and
agrees to perform the Services in a competent, efficient, trustworthy, and
businesslike manner.

     

    7.           COMPENSATION.  The
Company shall compensate Consultant for Consultant's Services pursuant to this
Agreement as follows:

     

    7.1          Monthly
Consulting Fees

     

    (a)           Consulting
Fees. The
Company shall pay to Consultant consulting fees in the amount of Five Thousand
Dollars ($5,000.00) per month for each whole and partial month that Consultant
is performing Services pursuant to this
Agreement.

     

    (b)           Car
Allowance.  The Company (i) acknowledges that Consultant shall
be required to drive amongst the Company's mineral lease and well sites, and
(ii) agrees that in order to assist Consultant with the costs and expenses of
such travel, the Company shall pay to Consultant a non-accountable car allowance
in the amount of One Thousand Dollars ($1,000.00) per month for each whole and
partial month that Consultant is performing Services pursuant to this
Agreement.

     

    7.2          Payment.  Within
ten (10) days following the end of each calendar month during the term of this
Agreement, the Company shall pay to Consultant the amount of the consulting fees
and car allowance due with respect to the prior calendar month under Section
2.1, above.

     

    8.           Additional
Agreements

     

    8.1          Nondisclosure
and Noncompetition.  Consultant shall have executed and
delivered the Nondisclosure and Assignment of Inventions and Works of Authorship
Agreement attached hereto as Exhibit A
and the Noncompetition and Nonsolicitation Agreement attached hereto as Exhibit
B.  Consultant's obligations thereunder shall survive the
termination of this Agreement in accordance with the terms thereof and Section
4.3(b), below.

     

    8.2          Status.  Consultant
acknowledges that in performing Services pursuant to this Agreement, Consultant
(a) shall be an independent contractor and not an employee of the Company, (b)
shall not be entitled to participate in any fringe benefit programs established
by the Company for the benefit of its employees, and (c) shall be solely
responsible for paying prior to delinquency, and shall indemnify, defend, and
hold the Company free and harmless from and against, all income taxes,
self-employment taxes, and other taxes (including any interest and penalties
with respect thereto) imposed on the fees and expense reimbursements paid by the
Company to Consultant pursuant to this
Agreement.

     

    8.3          Authority

     

    (a)           Grant
of Authority.  Consultant shall have and may exercise the
following authority without the prior approval of the Chief Executive
Officer:
 


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (i)           Except
as set forth in Section
3.3(a)(iii), below, Consultant may obligate the Company for (A) bulk
purchase commitments from individual vendors, provided that the aggregate amount
of the commitment does not exceed Twenty Thousand Dollars ($20,000) per vendor,
and (B) for up to Twenty Thousand Dollars ($20,000) per month, in the aggregate,
to all other vendors for goods and services purchased for the Company in the
ordinary course of its business;

     

    (ii)          Consultant
may resolve issues pertaining to title to property and the terms of any leases,
provided that no such issue (or collection of related issues) involves a
commitment or claim of more than Five Thousand Dollars
($5,000);

     

    (iii)         Consultant
may commit the Company for drilling contracts, provided
that the amount of the commitment for any individual drilling contract
does not exceed Twenty Thousand Dollars ($20,000);
and

     

    (iv)          Consultant
shall receive reasonable administrative support from, and may manage and
redirect the tasked performed by, the Company's administrative
personnel.

     

    (b)          Other.  Except
as expressly permitted under Section
3.3(a), above, Consultant shall have and may exercise in the name of the
Company only such authority as is expressly delegated to Consultant, in writing,
pursuant to Section
1.1(b), above.

     

    9.           TERM

     

    9.1          Term.  The
term of this Agreement shall commence on the Effective Date and shall terminate
pursuant to Section
4.2, below.

      

    9.2          Termination
of Agreement

     

    (c)           Termination.  This
Agreement shall terminate five (5) years from the Effective Date, unless sooner
terminated pursuant to Section
4.2(b) hereof.

     

    (d)           Death
or Disability of Consultant.  This
Agreement shall terminate automatically upon Consultant's death or
disability.  For purposes hereto, the term "disability"
shall mean a medical or physical condition that, in the opinion of a licensed
medical doctor reasonably acceptable to the Company and the Consultant or the
Consultant’s representative, renders Consultant incapable, either indefinitely
or for a period of at least three (3) consecutive months, of performing any
substantial portion of the Services under this
Agreement.

     

    9.3          Effect
of Termination.  Upon the expiration or termination of this
Agreement in accordance with its terms:

      

    (a)           Consulting
Fees and Expenses.  The Company shall continue to be obligated
to (i) pay Consultant for all consulting fees accrued under Section
2.1, above, with respect to
the period ending on the effective date of termination, and (ii) reimburse
Consultant for all expenses paid or incurred prior to termination and for which
Consultant is entitled to be reimbursed pursuant to Section
2.1,
above;
 


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

      

    (b)           Nondisclosure.  Consultant
shall continue to be bound by the terms and conditions of the Nondisclosure and
Assignment of Inventions Agreement described in Section
3, above for a period of one (1) year after the termination of this
Agreement.

     

    (c)           Confidential
Materials.  Consultant shall deliver to the Company all notes
(whether in tangible or electronic form), memoranda, and other written or
otherwise recorded materials which Consultant may possess that relate to the
Company's Business or embody any partially completed or fully completed work
product pertaining to Consultant's performance of Services for the
Company.

      

    10.          MISCELLANEOUS

     

    10.1          Notices.  All
notices permitted or required by this Agreement shall be in writing, and shall
be deemed to have been delivered and received (a) when personally
delivered, (b) on the third (3rd)
business day after the date on which deposited in the United States mail,
postage prepaid, certified or registered mail, return receipt requested, (c) on
the date on which transmitted by facsimile, email, or other electronic means
producing a tangible receipt evidencing a successful transmission , or (d) on
the next business day after the day on which deposited with a regulated public
carrier (e.g.,
Federal Express), freight prepaid, addressed to the party for whom intended at
the address set forth on the signature page of this Agreement, or such other
address, facsimile number or email address, notice of which has been delivered
in a manner permitted by this Section 5.1.

     

    10.2          Further
Assurances.  Each party agrees, upon the request of the other
party, to make, execute, and deliver such additional documents, and to take such
additional actions, as may be reasonably necessary to effectuate the purposes of
this Agreement.

     

    10.3          Complete
Agreement; Amendments.  This Agreement and the Nondisclosure
and Assignment of Inventions Agreement described in Section
3.1, above, (a) contain the entire agreement and understanding between
the parties and supersede all prior and contemporaneous agreements and
understandings, whether oral or written, concerning Consultant's engagement with
the Company, and (b) shall not be modified or amended, except by a written
instrument executed after the Effective Date hereof by the party sought to be
charged with such amendment or
modification.

     

    10.4          Counterparts;
Electronic Signatures. This Agreement may be
executed in counterparts, each of which shall be deemed an original and both of
which, taken together, shall be one and the same instrument, binding on each
signatory.  A copy of this Agreement that is executed by a party and
transmitted by that party to the other party by facsimile or email shall be
binding on the signatory to the same extent as a copy hereof containing the
signatory's original signature.

     

    10.5          Attorneys'
Fees.  If any action is commenced to construe this Agreement or
to enforce any of the rights and duties created herein, then the party
prevailing in that action shall be entitled to recover its costs and attorneys'
fees in that action, as well as all costs and fees of enforcing any judgment
entered therein.

      

    10.6          Governing
Law; Venue.  This Agreement shall be governed by and construed
in accordance with applicable provisions of Kansas law (other than its
conflict-of-law principles), and each party hereby consents to the jurisdiction
of the courts of the State of Kansas for purposes of all actions commenced to
construe or enforce this
Agreement.
 

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    10.7          Arbitration.  All
disputes arising under or in connection with this Agreement shall be resolved by
binding arbitration before as single arbitrator in Kansas City, Kansas, under
the rules then obtaining of the American Arbitration Association.  The
decision of the arbitrator shall be final and binding, and judgment thereon may
be entered in a court of competent jurisdiction.  The arbitrator, in
his discretion, may award to the prevailing party the costs and fees of the
arbitration.

     

    10.8          Binding
Effect.  This
Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and their respective heirs, successors and assigns, provided
that Consultant may not delegate his duties hereunder except with the
prior written consent of the Company, which may be withheld, conditioned or
delayed in the sole discretion of the
Company.

     

    [Signatures appear
on the following page.]
 


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    In
Witness Whereof, the parties hereto have executed this Consulting
Agreement, effective as of the Effective
Date.

     

    
      
        
          
            
              	
                      "Company:"

                    	 
      	
                      "Consultant:"

                    
	
                      EnerJex
      Resources, Inc., a Nevada 

                      corporation

                    	 
      	 
      
	 
      	 
      	 
      
	
                      By:

                    	
                      /s/ Robert G. Watson,
      Jr.

                    	 
      	
                      /s/ James D.
      Loeffelbein

                    
	 
      	
                      Robert
      G. Watson, Jr., Chief Executive Officer

                    	 
      	
                      James
      D. Loeffelbein

                    
	 
      	 
      	 
      
	  
      	 
      	  
      
	
                      Date

                    	 
      	
                      Date

                    
	 
      	 
      	 
      
	
                      Address,
      Facsimile No. & Email for
      Notices:

                    	 
      	
                      Address,
      Facsimile No. & Email for
      Notices:

                    
	 
      	 
      	 
      
	
                      EnerJex
      Resources, Inc.

                    	 
      	
                      c/o
      J&J Operating, LLC

                    
	
                      c/o
      Black Sable Energy, LLC

                    	 
      	
                      10380
      W 179th Street

                    
	
                      123
      Evans Avenue

                    	 
      	
                      Bucyrus,
      KS  66013

                    
	
                      San
      Antonio, Texas 78209

                    	 
      	 
       
	 
      	 
      	
                       

                    
	
                      Facsimile
      No.:  (___) ______________________________

                    	 
      	
                      
                        Facsimile
      No.:  (___)
  ______________________________

                      

                    
	
                      Email:    robert.watson@blacksableenergy.com

                    	 
      	Email:    coalcreekenergy@yahoo.com


            

          

        

      

    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    Exhibit
E

     

    List
of Hired Employees

     

    
      
        
          	
                  Marcia
      Littell

                
	
                  Kevin
      Leroy

                
	
                  Josue
      Amenta - Velazquez

                
	
                  Ascension
      Luna Castro

                
	
                  Victor
      Quiroz-Cruz

                
	
                  Caleb
      Feverborn

                
	
                  Jonathan
      Fraser

                
	
                  Brett
      Harrell

                
	
                  Timothy
      Kramer

                
	
                  Samuel
      Mofle

                
	
                  Jay
      Schendel

                
	
                  George
      "Burt" Waddle

                
	
                  James
      Pendergrass

                
	
                  Alfred
      Lickteig

                
	
                  Robert
      Dionee

                
	
                  Jonathan
      Ellis

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit
F

     

    NONCOMPETITION
AND NONSOLICITATION AGREEMENT

     

    This
Noncompetition and Nonsolicitation Agreement (this "Agreement")
is made and entered into as of January 14, 2011, by and between EnerJex
Resources, Inc., a Nevada
corporation (the "Company"),
and J
& J Operating, LLC, a Kansas limited liability company ("J&J"),
John Loeffelbein ("John"),
and James
D. Loeffelbein ("Jim"
and, together with John, the "Loeffelbeins")
(the Loeffelbeins and J&J are each a "Seller"
and, collectively, "Sellers"),
with reference to the following facts:

     

    Recitals:

     

    A.           John
and Jim are members of J&J.

     

    B.           Pursuant
to that certain letter agreement dated January 14, 2011, by and among J&J,
the Company, and the Loeffelbeins (the "Purchase
Agreement"):

     

    (i)          J&J
agreed to sell and transfer to EnerJex Kansas, Inc., a wholly-owned subsidiary
of the Company, certain Equipment of J&J pertaining to J&J's oil
exploration and development (the "Equipment
Sale");

     

    (ii)         John
and Jim each agreed to execute with the Company a Consulting Agreement under
which the Company engaged each such individual as a consultant for a term of
five (5) years; and

     

    (iii)        J&J,
John, and Jim agreed to enter into this Agreement in order to memorialize
certain noncompetition and nonsolicitation restrictions to which they will be
subject.

     

    C.           The
parties have agreed to execute this Agreement in order to memorialize such
noncompetition and nonsolicitation restrictions.

     

    AGREEMENTS:

     

    Now,
Therefore, in consideration of the foregoing and the consummation of the
transactions contemplated by the Purchase Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Seller hereby covenants and agrees for the benefit of the
Company as follows:

     

    11.          DEFINITIONS.  For
purposes of this Agreement, the term:

      

    11.1           "Affiliate" shall mean,
with respect to any party to this Agreement, (a) any person or entity directly
or indirectly controlling such party, (b) any person or entity directly or
indirectly controlled by such party, and (c) any person or entity that with such
party is under direct or indirect common
control.

     

    11.2           "AMI"
shall include all lands within the Forest City Basin and the Cherokee Basin of
Eastern Kansas.  Furthermore, the AMI shall include, but not be
limited to the following counties in the state of Kansas: Douglas County,
Johnson County, Franklin County, Miami County, Anderson County, Linn County,
Osage County, Lyon County, Wabaunsee County, Shawnee County, Jefferson County,
Leavenworth County, Pottawatome County, Jackson County, Atchison County, Brown
County, Coffey County, Bourbon County, Allen County, Woodson County, Greenwood
County, Butler County, Crawford County, Neosho County, Wilson County, Elk
County, Cowley County, Chautauqua County, Montgomery County, Labette County, and
Cherokee County.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    11.3           "Company's
Business" shall mean
the business of oil exploration and development and operation and production of
oil and gas assets.

     

    11.4           "Competitive
Business Activity" shall mean directly or indirectly either (i) owning an
operated working interest, acquiring a working interest in, or acquiring or
earning an overriding royalty interest ("ORRI")
in any oil and gas lease or well, or (ii) providing any contract operations or
well-pulling services for any third party.  For purposes of the
foregoing, the term "directly or indirectly" shall mean and include both
engaging in any such prohibited activity directly, or owning a direct or
indirect interest in any entity or enterprise that engages in such
activity.  The contents of this provision shall exclude any
non-operated working interests or ORRI's owned by any Seller prior to execution
of this Agreement.

     

    11.5           "Court"
shall mean a court of competent jurisdiction or other entity or person
mutually selected by the parties to resolve any
dispute.

     

    11.6           "Effective
Date" shall mean
January 1, 2011, which is the date on which the Equipment Sale is deemed
effective.

     

    11.7           "Restricted
Period" means the period of approximately five (5) years commencing on
the Effective Date and ending on December 31,
2015.

      

    12.          NONCOMPETITION AND
NONSOLICITATION.  In
consideration of the payments, covenants and agreements of the Company in the
Purchase Agreement (including but not limited to the conveyance of the
"Interests" described therein) and the Consulting Agreements, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, J&J, John, and Jim hereby agree as
follows:

     

    12.1           Noncompetition.  Each
Seller covenants and agrees that, during the Restricted Period, such Seller
shall not (a) engage in any Competitive Business Activity (regardless whether
for its own account or for the account of any third party) anywhere in the AMI
or within ten (10) miles of any Company mineral lease or working interest
situated outside the AMI, or (b) own any direct or indirect interests in
any oil or gas well within the AMI.

     

    12.2           Nonsolicitation
and No-Hire.  Each Seller covenants and agrees that, during the
Restricted Period and for a period of six (6) months thereafter, such Seller
shall not (either directly or indirectly through any other entity in which any
such Seller has any beneficial ownership interest) (a) solicit or attempt to
solicit any existing or future employee of or consultant to the Company or any
of its existing or future Affiliates to leave his or her employment or terminate
his or her consultancy with the Company or any such Affiliate, or (b) knowingly
induce or knowingly attempt to induce any such employee or consultant to
terminate, breach or modify the terms of such person's employment or consultancy
with the Company or any such Affiliate, or (c) hire or extend any offer of
employment to any employee of the Company or any of its
Affiliates.

     

    12.3           Exception
for Retained 20% Interest.  The
Company agrees that no Seller shall be in violation of the restrictions set
forth in Section
2.1(a), above, solely by reason of ownership by such Seller, or any of
its Affiliates, of up to a twenty percent (20%) working interest in the leases
that are subject to the working interests owned by Working Interest, LLC, a
Kansas limited liability company.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    12.4           Exception
for Rejected Opportunities.  If a Seller presents to the
Company a reasonably detailed written proposal to pursue an oil or gas
exploration or production project and the Company fails to deliver to such
Seller, within sixty (60) after receipt of such proposal, a written election to
pursue that project for the Company's own account, then (a) such Seller may
pursue such project for its own account, and (b) such Seller shall not be in
violation of the restrictions set forth in Section
2.1, above, solely by reason of such Seller's pursuit of that
project.  Notwithstanding the foregoing in no event may any Seller use
any Company confidential or proprietary information to pursue any such project
for the account of any person other than the
Company.

     

    12.5           Case-by-Case
Exceptions.  Each Seller from time to time may present to the
Company a written request for permission to pursue an oil or gas exploration or
production project that, in the absence of Company approval, would violate the
prohibitions of Section
2.1, above.  The Company agrees to consider any such request in
good faith, but in no event shall the Company have any obligation whatsoever to
consent to release such Seller from the restrictions imposed by Section
2.1, above, in order to pursue such project.  Unless the
Company provides such written consent to the requesting Seller, that Seller
shall continue to be subject to Section
2.1, above, and shall not be released from the restrictions imposed by
such Section
2.1.  Any such written consent that the Company may provide
shall be effective only to the extent expressly provided in that written
consent, and shall not excuse the requesting Seller from complying with Section
2.1, above, with respect to all other projects that would be a
Competitive Business Activity prohibited by Section
2.1, above.

     

    12.6           Stay
of Time.  In
the event a Court determines that any Seller has violated the provisions of this
Agreement, the running of the time period during which such provisions so
violated shall be applicable shall be automatically extended for the period of
time from the date such violation commenced through the date that the Court
determines that such violation has permanently
ceased.

     

    12.7           Injunctive
Relief.  The
parties hereto agree that each Seller has been, and during the Restricted Period
shall be, so intimately involved in the development and operation of the assets
of the Company and its Affiliates that if any Seller assumes a position in
breach of this Agreement, then there will exist a substantial likelihood that
such Seller will be unable to avoid using the proprietary information of the
Company in its performance of such position and that the Company and its
Affiliates will suffer immediate and irreparable damages.  For this
and other reasons, the parties agree that the remedy at law for any breach of
this Section
2 is and will be inadequate, and in the event of a breach or threatened
breach by any Seller of this Section
2, the Company shall be entitled to an injunction restraining such Seller
from breaching or otherwise violating any provision of this
Agreement.  Nothing herein contained shall be construed as prohibiting
the Company from pursuing any other remedies available to it for such breach or
threatened breach, including, without limitation, the recovery of damages from
any Seller.

      

    13.          MISCELLANEOUS

      

    13.1           Notices. All
notices, requests, claims, demands and other communications hereunder shall be
in writing and shall be deemed to be given and received (a) when delivered in
person, (b) on the date on which transmitted by facsimile provided that
there is a written receipt evidencing a successful transmission, (c) on
the third (3rd)
business day after the date on which deposited in the United States mail in a
sealed envelope, postage prepaid, or (d) on the next business day after the date
on which deposited in a sealed envelope with a nationally-recognized overnight
courier (e.g.,
Federal Express), freight prepaid, addressed to the party for whom intended at
the address set forth below, or such other address or facsimile number, notice
of which is provided in a manner permitted by this Section
3.1.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    13.2           Entire
Agreement.  This
Agreement (including the Recitals) contains the entire understanding of the
parties regarding the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings relating to the subject
matter.  The parties hereto agree that the terms and conditions of any
license, operating or other agreement or relationship between Sellers and the
Company or any of their respective Affiliates, whether currently existing or
entered into hereafter, shall in no way have any effect on or modify the
obligations of any Seller under the terms of this Agreement, and the obligations
under and terms of this Agreement and any such other agreement or relationship
shall be treated as entirely separate
obligations.

     

    13.3           Separate
Covenants.  This
Agreement shall be deemed to consist of a series of separate covenants, one for
each line of business included within the Company's Business as it may be
conducted by the Company and its successors on or after the date hereof, and one
for each city, county, state, country or other region included within the
AMI.  The parties expressly agree that the character, duration and
geographical scope of this Agreement are reasonable in light of the
circumstances as they exist on the date upon which this Agreement has been
executed.  However, should a determination nonetheless be made by a
Court at a later date that the character, duration or geographical scope of this
Agreement is unreasonable in light of the circumstances as they then exist, then
it is the intention and the agreement of the Company and each Seller that this
Agreement shall be construed by the Court in such a manner as to impose on the
conduct of the Company or Sellers only those restrictions that are reasonable in
light of the circumstances as they then exist and as are necessary to assure the
Company of the intended benefits of this Agreement.  If, in any
judicial proceeding, a Court shall refuse to enforce all of the separate
covenants deemed included herein because, taken together, they are more
extensive than necessary to assure the Company of the intended benefits of this
Agreement, then it is expressly understood and agreed among the parties hereto
that those of such covenants that, if eliminated, would permit the remaining
separate covenants to be enforced in such proceeding shall, for the purpose of
such proceeding, be deemed eliminated from the provisions
hereof.

     

    13.4           Severability.  If
any of the provisions of this Agreement shall otherwise contravene or be invalid
under the laws of any state, country or other jurisdiction where this Agreement
is applicable but for such contravention or invalidity, such contravention or
invalidity shall not invalidate all of the provisions of this Agreement but
rather it shall be construed, insofar as the laws of that state or other
jurisdiction are concerned, as not containing the provision or provisions
contravening or invalid under the laws of that state or jurisdiction, and the
rights and obligations created hereby shall be construed and enforced
accordingly.

     

    13.5           Governing
Law; Consent to Jurisdiction; Certain Waivers.  This Agreement
shall be construed in accordance with and governed by the internal laws (without
reference to choice or conflict of laws) of the State of Kansas.  Each
of the parties hereto (a) consents to the jurisdiction of any state or federal
court located within the State of Kansas, (b) irrevocably agrees that all
actions or proceedings relating to this Agreement shall be litigated in one of
such courts, (c) irrevocably waives any objection that it may have based on
improper venue or forum non
conveniens to the conduct of any such action or proceeding in any such
court, and (d) consents to the service of process upon such party made in any
one or more of the manners in which notices are permitted pursuant to set forth
in Section
13.1,
above.  Nothing contained in this Section
3.5 shall affect the right of any party to serve legal process on the
other party in any other manner permitted by law.  THE PARTIES HERETO
WAIVE ALL RIGHTS TO A JURY TRIAL IN CONNECTION WITH ACTIONS ARISING UNDER THIS
AGREEMENT.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    13.6           Amendments
and Waivers.  This
Agreement may be amended or modified only by a written instrument duly executed
after the Effective Date by a party sought to be charged by such amendment or
modification.  No waiver by a party of any default, misrepresentation
or breach of a warranty or covenant hereunder, whether intentional or not, shall
be deemed to extend to any prior or subsequent default, misrepresentation or
breach of a warranty or covenant hereunder or affect in any way any rights
arising by virtue of any prior or subsequent occurrence.  No failure
or delay by a party hereto in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.  The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided under applicable law.

     

    13.7           Attorneys’
Fees.  If
any litigation, arbitration or other proceeding is commenced between the parties
concerning this Agreement (including, without limitation, the enforcement hereof
and the rights and duties of the parties hereunder), then the party prevailing
in that action or other proceeding shall be entitled, in addition to such other
relief as may be granted, to recover such party's attorneys' fees in connection
with such litigation, arbitration or other
proceeding.

     

    13.8           Counterparts;
Electronic Signatures. This Agreement may be
executed in counterparts, each of which shall be deemed an original and both of
which, taken together, shall be one and the same instrument, binding on each
signatory.  A copy of this Agreement that is executed by a party and
transmitted by that party to the other party by facsimile or email shall be
binding on the signatory to the same extent as a copy hereof containing the
signatory's original signature.

     

    13.9           Section
Headings and References.  The
headings of each Section, subsection or other subdivision of this Agreement are
for reference purposes only and shall not limit or control the meaning
thereof.  All references herein to a Section, subsection, paragraph or
clause are references to a Section, subsection, paragraph or clause,
respectively, of this Agreement, unless otherwise specified, and include all
subparts thereof.

     

    13.10         Assigns.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.  Neither this
Agreement nor any right, remedy, obligation or liability arising hereunder or by
reason hereof nor any of the documents executed in connection herewith may be
assigned by any party without the consent of the other party; provided,
however, that (i) the Company may assign its rights hereunder, without
the consent of any Seller, to any of its existing or future Affiliates and to
any person or entity that acquires or succeeds to all or any part of Company's
Business, and (ii) any party may assign its rights hereunder to any entity that
acquires substantially all of the assets of such party.  No such
assignment shall relieve the assigning party of its obligations hereunder if
such assignee does not perform such
obligations.

     

    13.11         Further
Assurances.  From
time to time, at the request of any party and without further consideration, the
parties shall execute and deliver such additional documents and take all such
further action as reasonably requested by a party to be necessary or desirable
to make effective, in the most expeditious manner possible, the terms of this
Agreement.

     

    [Signature
Page Follows.]


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    In
Witness Whereof, each of the parties has caused this Noncompetition and
Nonsolicitation Agreement to be duly executed, effective as of the Effective
Date set forth above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          "Company"

                                        	 
      	
                                          "Sellers:"

                                        
	 
      	 
      	  
      
	
                                          EnerJex
      Resources, Inc., a Nevada 

                                          corporation

                                        	 
      	
                                          J
      & J Operating Company, LLC, a Kansas
      

                                          limited
      liability company

                                        
	 
      	 
      	 
      
	
                                          By:

                                        	
                                          /s/ Robert G. Watson,
      Jr.

                                        	 
      	By:	
                                          
                                            /s/ John
      Loeffelbein

                                          

                                        
	 
      	
                                          Robert
      G. Watson,
      CEO                                
               Date

                                        	 
      	 
      	John
      Loeffelbein,
      Manager                         
             
       Date
	 	 	 	 
	 
      	 
      	 
      	 
      
	Address,
      Facsimile No. & Email for
      Notices:	 
      	
                                          By:

                                        	
                                          /s/ James D.
      Loeffelbein

                                        
	
                                           

                                        	 
      	 
      	
                                          James
      D. Loeffelbein,
      Manager                   
        
         Date

                                        
	
                                          EnerJex
      Resources, Inc.

                                        	 
      	 
      
	
                                          c/o
      Black Sable Energy, LLC

                                        	 
      	 
      
	
                                          123
      Evans Avenue

                                        	 
      	
                                           

                                        
	
                                          San
      Antonio, TX  78209

                                        	 
      	
                                          
                                            /s/ John
      Loeffelbein

                                          

                                        
	 
      	 
      	John
      Loeffelbein, individually
	
                                          Facsimile
      No.:  (210) ______________________________

                                        	 
      	 
      
	
                                          Email:  robert.watson@blacksableenergy.com

                                        	 
      	
                                           

                                        
	 
      	 
      	
                                          Date

                                        
	 
      	 
      	 
      
	 
      	 
      	
                                          /s/ James D.
      Loeffelbein

                                        
	 
      	 
      	
                                          James
      D. Loeffelbein, individually

                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                          Date

                                        
	 
      	 
      	 
      
	 
      	 
      	
                                          Address,
      Facsimile No. & Email for
      Notices:

                                        
	 
      	 
      	 
      
	 
      	 
      	
                                          10380
      W 179th St.

                                        
	 
      	 
      	
                                          Bucyrus,
      Kansas  66013

                                        
	 
      	 
      	 
      
	 
      	 
      	
                                          Facsimile
      No.:  (___) ______________________________

                                        
	 
      	 
      	
                                          Email:  coalcreekenergy@yahoo.com
      and

                                        
	 
      	 
      	
                                          jdlmailbox@yahoo.com