Unassociated Document


    ENERJEX
      KANSAS, INC.

     

    A
      wholly
      owned subsidiary of EnerJex Resources, Inc.

     

    October
      15, 2008

     

    Euramerica
      Energy Inc.

    c/o
      Antonio Beccari, President

    Via
      Petronance, 13

    25124
      Brescia, Italy

    


    
      	 	
              Re:

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

            


    

    


    Euramerica
      Energy Inc. (“Euramerica”) and EnerJex Kansas, Inc., formerly known as Midwest
      Energy, Inc. (“EnerJex”) originally entered into an Amended and Restated Well
      Development Agreement and Option for “Gas City Property,” dated as of August 10,
      2007, which was amended by an Addendum No. 1 (“Addendum No. 1”), dated as of
      November 27, 2007, which
      was
      amended, extended and supplemented by a letter agreement dated September 15,
      2008 (the “First Extension,” and collectively, the “Original Agreement”),
      describing the terms for proceeding with an exploration and development program
      for certain leases owned by EnerJex. This letter further amends the Original
      Agreement as specified below (as amended, the “Agreement”) (capitalized terms
      not otherwise defined herein shall have the meanings ascribed thereto in the
      Original Agreement).

    


    RECITALS

    


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

    


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

    


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

    


    1. As
      described in Section 16 of the Original Agreement, the Purchase Price shall
      be
      paid either in full or in four (4) equal quarterly installments. Euramerica
      has
      elected to make payments under the quarterly installment option. Section 16
      is
      amended to provide that the third and fourth quarterly installment payments
      of
      the Purchase Price totaling $600,000.00 will become due on or
      before
      the close of business on January
      15, 2009
      with
      no grace period.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    2. Section
      18 of the Original Agreement shall be amended and restated in its entirety
      as
      follows: “Title to the Property will transfer,
      if
      ever,
      upon
      payment of the full
      Purchase Price and balance
      of the Two
      Million Dollar ($2,000,000) drilling
      commitment funds
      on
      or
      before
      the end
      of business on
      January
      15, 2009.”

     

    3. Section
      20 of the Original Agreement is amended and restated in its entirety as follows:
      “Midwest and Euramerica will execute the Operating Agreement and they shall
      become effective, if ever, only upon payment of the full Purchase Price and
      balance of the Two Million Dollar ($2,000,000) drilling commitment funds on
      or
      before the close of business on January 15, 2008.

     

    4. Section
      23 of the Original Agreement is amended and restated in its entirety as follows:
      “If Euramerica fails to pay the installments required under Section 16
or
      fund
      the balance of the Two Million Dollar ($2,000,000) drilling commitment under
      Section 25, on or before the end of business on
      January
      15, 2009, (a) all of Euramerica’s interest in the Property,
      the
      Euramerica Wells,
      and any
      other associated wells, properties or assets under the Original
      Agreement,
      shall be
      forfeited and revert to Midwest, (b) all of the Operating Agreements shall
      be
      rendered null and void, and (c) this Agreement shall terminate effective as
      of
      the close of business on January 15, 2009,
      without any grace period.”

     

    5. Section
      24 of the Original Agreement shall be deleted in its entirety.

     

    6. As
      described in Section 25 of the Original Agreement, Euramerica agreed to pay
      EnerJex $2,000,000 on or before August 31, 2008. Section 25 is amended to
      provide that Euramerica agrees to pay EnerJex the balance of the $2,000,000
      drilling commitment on or before the
      end
      of business on January
      15, 2009.

     

    7. Section
      26 of the Original Agreement is amended and restated in its entirety as follows:
      “If Euramerica fails to pay
      the
      installment required under Section 16 or fund
      the
      balance of the $2,000,000 drilling commitment under
      Section 25 on
      or
      before the
      close
      of business on January
      15, 2009,
      (a) all
      of Euramerica’s interest in the Property,
      the
      Euramerica Wells,
      and any
      other associated wells, properties or assets under the Original
      Agreement,
      shall be
      forfeited and revert to Midwest, (b) all of the Operating Agreements shall
      be
      rendered null and void, and (c) this Agreement shall terminate effective as
      of
      the close of business on January 15, 2009
      without any grace period.”
      

     

    8. Section
      3(b) of Addendum No. 1 is amended and restated to read in its entirety as
      follows: “Midwest shall own 100% of the working interest in the oil zones
      associated with the two wells completed to those oil zones pursuant to Section
      3(a)
      above
      and
      Euramerica shall not have any revenue or other interest or right in such oil
      zones.”

     

    9. Section
      3(d) of Addendum No. 1 is amended and restated to read in its entirety as
      follows: “As per the Original Agreement, Midwest owns the Wells (asset);
      however, if the Option is exercised and the full Purchase Price is paid and
      all
      of the Two Million ($2,000,000) development dollars, except for the oil zones
      described in Section 3(a) and 3(b) (including the Specht 1 and Specht 3 wells),
      working interest in the Wells will be transferred to Euramerica as per the
      Original Agreement, as amended.”

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    10. EnerJex
      may deduct from amounts received from the
      Development funds from Euramerica
      all amounts
      owed by
      Euramerica to EnerJex with respect to the Euramerica Wells
      or
      pursuant to the Original Agreement,
      prior
      to applying such funds to any development or other expenses to be incurred
      by
      EnerJex. 

     

    11. Prior
      to
      January 15, 2009, EnerJex may elect to shut-in and/or not further develop any
      Euramerica Well that EnerJex determines is not producing in paying quantities
      or
      is otherwise operating at a loss to the working interest owners.

    


    12. The
      parties hereto agree that the definition of “Payout,” as such term will be used
      in the Assignment, Bill of Sale and Agreement and in Section 21 of the Original
      Agreement (notwithstanding the previously drafted language of proposed Addendum
      No. 2
      of the
      Original Agreement),
      shall be
      determined based
      on
      drilling and completion costs on
      a
      well-by-well basis, rather than on the basis of global costs associated with
      the
      total project.

    


    13. In
      the
      event of any conflict between the terms of the Original Agreements and this
      letter agreement, the terms of this letter agreement shall control and prevail.
      

    


    14.  Euramerica hereby
      represents and warrants in favour of EnerJex that it has full legal and
      corporate capacity, authority and power, in terms of all contractual, corporate,
      statutory or regulatory rules, laws, or terms applicable to it, to enter into
      this letter agreement and to perform its obligations hereunder, and that this
      letter agreement is a legal, valid and binding obligation upon Euramerica,
      and
      is enforceable against it in accordance with its terms.  

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


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

    
      
        	 	 	 
	 	ENERJEX
                KANSAS,
                INC.
	 
 	 
 	 
 
	 	By:  	/s/
                Steve
                Cochennet
	 	Name: 	Steve Cochennet
	 	Title:	Chief Executive
                Officer


      

    

    


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

    


    EURAMERICA
      ENERGY, INC.

    


    


    By:
      /s/
      Antonio Beccari  

    Name:
      Antonio Beccari  

    Title:
      President