PLATINUM
      ENERGY RESOURCES, INC. 2006 LONG-TERM INCENTIVE PLAN

     

    NOTICE
      OF STOCK OPTION AWARD

     

    
      
        	
                Grantee’s
                  Name and Address:  

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                 

              


      

    

     

    You
      have
      been granted an option to purchase shares of Common Stock, subject to the terms
      and conditions of this Notice of Stock Option Award (the “Notice”), the Platinum
      Energy Resources, Inc. 2006 Long-Term Incentive Plan, as amended from time
      to
      time (the “Plan”), and the Stock Option Award Agreement (the “Option Agreement”)
      attached hereto, as follows. Unless otherwise defined herein or in the Option
      Agreement, capitalized terms used herein shall have the respective meaning
      ascribed to such terms in the Plan.

     

    
      	Date
              of
              Award:    	 
	 	 
	Vesting
              Commencement Date: 	 
	 	 
	Exercise
              Price per Share:	$ 
	 	 
	
              Total
                Number of Shares Subject

              to
                the Option (the “Shares”):  

            	 
	 	 
	Total
              Exercise Price:	$ 
	 	 
	Type of Option:  	_________    Incentive Stock
              Option
	 	
              _________   
                Non-Qualified Stock Option

            
	 	 
	Expiration
              Date:   	 
	 	 
	 	 
	Post-Termination Exercise Period:	Three
              (3) Months


    

     

    Vesting
      Schedule:

     

    Subject
      to Grantee’s continued employment by Platinum Energy Resources, Inc., or one of
      its subsidiaries (“Platinum”) and other limitations set forth in this Notice,
      the Plan and the Option Agreement, the Option may be exercised, in whole or
      in
      part, in accordance with the following four year vesting schedule: 25% of the
      Options shall vest on first year anniversary of Date of the Award and 25% on
      each year anniversary thereafter.

     

    During
      any leave of absence authorized by the Company, the vesting of the Options
      as
      provided in this schedule shall be suspended after the leave of absence exceeds
      a period of thirty (30) days. Vesting of the Options shall resume upon the
      Grantee’s termination of the leave of absence and return to service to Tandem or
      the Company. The Vesting Schedule of the Options shall be extended by the length
      of the suspension.

     

    In
      the
      event of termination of the Grantee’s employment by Platinum for Cause (as
      defined in the Employment Agreement between Platinum and Grantee) or by the
      Grantee for other than Good Reason (as defined in the Employment Agreement
      between Platinum and Grantee), Grantee’s right to exercise the Options shall
      terminate concurrently with such termination, except as otherwise determined
      by
      the Administrator.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Company and the Grantee have executed this Notice and
      agree
      that the Option is to be governed by the terms and conditions of this Notice,
      the Plan, and the Option Agreement.

     

    
      	 	 	 
	 	
              PLATINUM ENERGY RESOURCES, INC.,

              a Delaware corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:

	 	Title:


    

     

    THE
      GRANTEE ACKNOWLEDGES AND AGREES THAT THE OPTION SHALL VEST, IF AT ALL, ONLY
      DURING THE PERIOD OF THE GRANTEE’S EMPLOYMENT WITH PLATINUM (NOT THROUGH THE ACT
      OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). THE
      GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE OPTION
      AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT
      TO
      FUTURE AWARDS OR CONTINUATION OF GRANTEE’S EMPLOYEMENT, NOR SHALL IT INTERFERE
      IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE GRANTEE’S EMPLOYER TO
      TERMINATE GRANTEE’S EMPLOYEMENT, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT
      NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN
      EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, GRANTEE'S EMPLOYMENT
      STATUS IS AT WILL.

     

    The
      Grantee acknowledges receipt of a copy of the Plan and the Option Agreement,
      and
      represents that he or she is familiar with the terms and provisions thereof,
      and
      hereby accepts the Option subject to all of the terms and provisions hereof
      and
      thereof. The Grantee has reviewed this Notice, the Plan, and the Option
      Agreement in their entirety, has had an opportunity to obtain the advice of
      counsel prior to executing this Notice, and fully understands all provisions
      of
      this Notice, the Plan and the Option Agreement. The Grantee hereby agrees that
      all disputes arising out of or relating to this Notice, the Plan and the Option
      Agreement shall be resolved in accordance with Section 18 of the Option
      Agreement. The Grantee further agrees to notify the Company upon any change
      in
      the residence address indicated in this Notice.

     

    Dated:
      ______________________              Signed:___________________________

    


     

    



    
      
        
        

      

      
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    Award
      Number: ___________

     

    PLATINUM
      ENERGY RESOURCES, INC. 2006 LONG-TERM INCENTIVE PLAN

     

    STOCK
      OPTION AWARD AGREEMENT

     

    1. Grant
      of Option.
      Platinum Energy Resources, Inc., a Delaware corporation (the “Company”), hereby
      grants to the Grantee (the “Grantee”) named in the Notice of Stock Option Award
      which is attached to this Stock Option Award Agreement (the “Notice”), an option
      (the “Option”) to purchase the Total Number of Shares of Common Stock subject to
      the Option (the “Shares”) set forth in the Notice, at the Exercise Price per
      Share set forth in the Notice (the “Exercise Price”) subject to the terms and
      provisions of the Notice, this Stock Option Award Agreement (the “Option
      Agreement”) and the Company’s 2006 Long-Term
      Incentive Plan, as amended from time to time (the “Plan”), which are
      incorporated herein by reference. Unless otherwise defined herein, capitalized
      terms used herein shall have the respective meanings ascribed to such terms
      in
      the Plan (or, if not defined in the Plan, as defined in the Notice).


     

    If
      designated in the Notice as an Incentive Stock Option, the Option is intended
      to
      qualify as an Incentive Stock Option as defined in Section 422 of the Code.
      However, notwithstanding such designation, to the extent that the aggregate
      Fair
      Market Value of the Shares subject to Options designated as Incentive Stock
      Options which become exercisable for the first time by the Grantee during any
      calendar year (under all plans of the Company or any Parent or Subsidiary of
      the
      Company) exceeds $100,000, such excess Options, to the extent of the Shares
      covered thereby in excess of the foregoing limitation, shall be treated as
      Non-Qualified Stock Options. For this purpose, Incentive Stock Options shall
      be
      taken into account in the order in which they were granted, and the Fair Market
      Value of the Shares shall be determined as of the date the Option with respect
      to such Shares is awarded 

     

    2. Exercise
      of Option.

     

    (a) Right
      to Exercise.
      The
      Option shall be exercisable during its term in accordance with the Vesting
      Schedule set out in the Notice and with the applicable provisions of the Plan
      and this Option Agreement by delivery of an exercise notice (a form of which
      is
      attached as Exhibit A) or by other such procedure as specified from time to
      time
      by the Administrator. The term “Administrator” used herein refers to the Board
      or a committee of the Board duly appointed to administer the Plan. The Option
      shall be subject to the provisions of Section 11.5 of the Plan relating to
      the vesting and exercisability of the Option in the event of a Change of Control
      Event.  The
      Grantee shall be subject to reasonable limitations on the number of requested
      exercises during any monthly or weekly period as determined by the
      Administrator. In no event shall the Company issue fractional Shares.


     

    (b) Method
      of Exercise.
      The
      Option shall be exercisable by delivery of an Exercise Notice (substantially
      in
      the form attached hereto as Exhibit A) or by other such procedure as
      specified from time to time by the Administrator which shall state the election
      to exercise the Option, the whole number of Shares in respect of which the
      Option is being exercised, and such other provisions as may be required by
      the
      Administrator. The Exercise Notice shall be signed by the Grantee and shall
      be
      delivered in person, by certified mail, reputable overnight courier service
      or
      by such other method as determined from time to time by the Administrator,
      to
      the Company accompanied by payment of the Exercise Price. The Option shall
      be
      deemed to be exercised upon receipt by the Company of such written notice
      accompanied by the Exercise Price delivered in a manner provided for under
      Section 4 below.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) Taxes.
      No
      Shares will be delivered to the Grantee or other person pursuant to the exercise
      of the Option until the Grantee or other person has made arrangements acceptable
      to the Administrator for the satisfaction of applicable income tax, employment
      tax, and social security tax withholding obligations, including, without
      limitation, such other tax obligations of the Grantee incident to the receipt
      of
      Shares or the disqualifying disposition of Shares received on exercise of an
      Incentive Stock Option. Upon exercise of the Option, the Company or the
      Grantee’s employer may offset or withhold (from any amount owed by the Company
      or the Grantee’s employer to the Grantee) or collect from the Grantee or other
      person an amount sufficient to satisfy such tax obligations and/or the
      employer’s withholding obligations.

     

    3. Grantee’s
      Representations.
      The
      Grantee understands that neither the Option nor the Shares exercisable pursuant
      to the Option have been registered under the Securities Act of 1933, as
      amended, or any United States or other securities laws. In the event the
      Shares purchasable pursuant to the exercise of the Option have not been
      registered under the Securities Act of 1933, as amended, at the time the Option
      is exercised, the Grantee shall, if requested by the Company, concurrently
      with
      the exercise of all or any portion of the Option, deliver to the Company his
      or
      her Investment Representation Statement in the form attached hereto as
      Exhibit B.

     

    4. Method
      of Payment.
      Payment
      of the Exercise Price shall be made by any of the following, or a combination
      thereof, at the election of the Grantee; provided, however, that such exercise
      method does not then violate any applicable law, rule or regulation and,
      provided further, that the portion of the Exercise Price equal to the par value
      of the Shares must be paid in cash or other legal consideration permitted by
      the
      Delaware General Corporation Law:

     

    (a) cash;

     

    (b) check
      or
      money order;

     

    (c) by
      delivering shares of Common Stock having a Fair Market Value on the date of
      payment equal to the amount of the exercise price, but only to the extent that
      such exercise of the Option would not result in an accounting compensation
      charge to the Company for financial accounting purposes with respect to the
      Shares used to pay the exercise price, unless otherwise determined by the
      Administrator; or

     

    
      
        
        

      

      
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    (d) if
      so
      approved by the Administrator, payment through a broker-dealer sale and
      remittance procedure pursuant to which the Grantee (i) shall provide written
      instructions to a Company-designated brokerage firm to effect the immediate
      sale
      of some or all of the purchased Shares and remit to the Company, out of the
      sale
      proceeds available on the settlement date, sufficient funds to cover the
      aggregate exercise price payable for the purchased Shares and (ii) shall provide
      written directives to the Company to deliver the certificates for the purchased
      Shares directly to such brokerage firm in order to complete the sale
      transaction.

     

    5. Restrictions
      on Exercise.
      The
      Option may not be exercised if the issuance of the Shares subject to the Option
      upon such exercise
      would constitute a violation of any applicable laws, rules or regulations.
      In
      addition, the Option may not be exercised until such time as the Plan has been
      approved by the stockholders of the Company. 

     

    6. Termination
      or Change of Employment.
      In the
      event the Grantee’s employment terminates, other than for Cause, death or
      disability, the Grantee may, to the extent otherwise so entitled at the date
      of
      such termination (the “Termination Date”), exercise the vested Option during the
      Post-Termination Exercise Period specified in the Notice. In the event of
      termination of the Grantee’s employment for Cause, the Grantee’s right to
      exercise the Option shall, except as otherwise determined by the Administrator,
      terminate concurrently with the termination of the Grantee’s employment. In no
      event shall the Option be exercised later than the Expiration Date set forth
      in
      the Notice. In the event of the Grantee’s change in status from Eligible
      Employee to any other status of employee or to an Eligible Director or
      Consultant, the Option shall remain in effect and, except to the extent
      otherwise determined by the Administrator, continue to vest; provided, however,
      with respect to any Incentive Stock Option that shall remain in effect after
      a
      change in status from Eligible Employee to Eligible Director or Consultant,
      such
      Incentive Stock Option shall cease to be treated as an Incentive Stock Option
      and shall be treated as a Non-Qualified Stock Option on the day three (3) months
      and one (1) day following such change in status.
      Except
      as
      provided in Sections 7 and 8 below, to the extent that the Grantee is
      not entitled to exercise the Option on the Termination Date, or if the Grantee
      does not exercise the vested Option within the Post-Termination Exercise
      Period, the
      Option shall terminate.

     

    7. Disability
      of Grantee.
      In the
      event the Grantee’s employment terminates as a result of his or her Disability,
      then, with respect to Incentive Stock Options, the Grantee may, but only within
      twelve (12) months from the Termination Date (and in no event later than
      the Expiration Date), exercise the vested Option to the extent he or she was
      otherwise entitled to exercise it on the Termination Date; provided, however,
      that if such Disability is not a “disability” as such term is defined in
      Section 22(e)(3) of the Code and the Option is an Incentive Stock Option,
      such Incentive Stock Option shall cease to be treated as an Incentive Stock
      Option and shall be treated as a Non-Qualified Stock Option on the day
      three (3) months and one (1) day following the Termination Date. In
      the event the Grantee’s employment terminates as a result of his or her
      Disability, then, with respect to Nonqualified Stock Options, the Grantee may
      exercise the vested Option during the full option exercise period to the extent
      that he or she was otherwise entitled to exercise it on the Termination Date.
      To
      the extent that the Grantee is not entitled to exercise the Option on the
      Termination Date (ie, it is not yet vested), or if the Grantee does not exercise
      the Option to the extent so entitled within the time specified herein, the
      Option shall terminate.

     

    
      
        
        

      

      
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    8. Death
      of Grantee.
      In the
      event of the termination of the Grantee’s employment as a result of his or her
      death, or in the event of the Grantee’s death during the Post-Termination
      Exercise Period or during the twelve (12) month period following the
      Grantee’s termination of death as a result of his or her Disability, the
      Grantee’s estate, or a person who acquired the right to exercise the Option by
      bequest or inheritance, may exercise the Option, but only to the extent the
      Grantee could exercise the Option at the Termination Date, and, with respect
      to
      Incentive Stock Options, only within twelve (12) months from the date of
      death, but in no event later than the Expiration Date (with respect to
      Nonqualified Stock Options, the Grantee’s personal representative will have the
      remaining term of the option period to exercise the vested Option). To the
      extent that the Grantee is not entitled to exercise the Option on the date
      of
      death (ie, it is not yet vested), or if the Option is not exercised to the
      extent so entitled within the time specified herein, the Option shall terminate.
      Notwithstanding any of the above provisions, the Administrator may in is sole
      discretion accelerate the vesting of unvested Options in the event of
      termination of employment.

     

    9. Transferability
      of Option.
      The
      Option, if an Incentive Stock Option, may not be transferred in any manner
      other
      than by will or by the laws of descent and distribution and may be exercised
      during the lifetime of the Grantee only by the Grantee; provided, however,
      that
      the Grantee may designate a beneficiary of the Grantee’s Incentive Stock Option
      in the event of the Grantee’s death on a beneficiary designation form provided
      by the Administrator. No transfer permitted hereby shall be effective to bind
      the Company unless the Administrator has been furnished with written notice
      of
      such transfer and an authenticated copy of the will and/or such other evidence
      as the Administrator may deem necessary to establish the validity of the
      transfer and the acceptance by the transferee of the terms and conditions of
      such Award.

     

    The
      Option, if a Non-Qualified Stock Option, may be transferred to any person by
      will and by the laws of descent and distribution. Non-Qualified Stock Options
      also may be transferred during the lifetime of the Grantee by gift (there may
      be
      no consideration for any such transfer) to: (i) the ex-spouse of the Grantee
      pursuant to the terms of a domestic relations order; (ii) the Immediate Family
      Members; (iii) a trust or trusts for the exclusive benefit of the Immediate
      Family Members; or (iv) a partnership or limited liability company in which
      such
      Immediate Family Members are the only partners or members. The terms of the
      Option shall be binding upon the executors, administrators, heirs, successors
      and transferees of the Grantee. The terms hereof relating to termination of
      employment shall continue to be applied with respect to Grantee, following
      which
      the Nonqualified Stock Options shall be exercisable by the transferee only
      to
      the extent, and for the periods specified in, such termination provisions.
      No
      transfer shall be effective to bind the Company unless the Company shall have
      been furnished with written notice of such transfer together with such other
      documents regarding the transfer as the Administrator shall request. 

     

    10. Term
      of Option.
      The
      Option may be exercised no later than the Expiration Date set forth in the
      Notice or such earlier date as otherwise provided herein.

     

    
      
        
        

      

      
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    11. Stop-Transfer
      Notices.
      In
      order to ensure compliance with the restrictions on transfer set forth in this
      Option Agreement, the Notice or the Plan, the Company may issue appropriate
      “stop transfer” instructions to its transfer agent, if any, and, if the Company
      transfers its own securities, it may make appropriate notations to the same
      effect in its own records.

     

    12. Refusal
      to Transfer.
      The
      Company shall not be required (i) to transfer on its books any Shares that
      have been sold or otherwise transferred in violation of any of the provisions
      of
      this Option Agreement or (ii) to treat as owner of such Shares or to accord
      the right to vote or pay dividends to any purchaser or other transferee to
      whom
      such Shares shall have been so transferred.

     

    13. Tax
      Consequences.
      Set
      forth below is a brief summary as of the date of this Option Agreement of some
      of the federal tax consequences of exercise of the Option and disposition of
      the
      Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS
      ARE SUBJECT TO CHANGE. THE GRANTEE SHOULD CONSULT A TAX ADVISER BEFORE
      EXERCISING THE OPTION OR DISPOSING OF THE SHARES. 

     

    (a) Exercise
      of Incentive Stock Option.
      If the
      Option qualifies as an Incentive Stock Option, there will be no regular federal
      income tax liability upon the exercise of the Option, although the excess,
      if
      any, of the Fair Market Value of the Shares on the date of exercise over the
      Exercise Price will be treated as income for purposes of the alternative minimum
      tax for federal tax purposes and may subject the Grantee to the alternative
      minimum tax in the year of exercise.

     

    (b) Exercise
      of Incentive Stock Option Following Disability.
      If the
      Grantee’s employment terminates as a result of Disability that is not total and
      permanent disability as defined in Section 22(e)(3) of the Code, to the
      extent permitted on the date of termination, the Grantee must exercise an
      Incentive Stock Option within three (3) months of such termination for the
      Incentive Stock Option to be qualified as an Incentive Stock Option.


     

    (c) Exercise
      of Non-Qualified Stock Option.
      On
      exercise of a Non-Qualified Stock Option, the Grantee will be treated as having
      received compensation income (taxable at ordinary income tax rates) equal to
      the
      excess, if any, of the Fair Market Value of the Shares on the date of exercise
      over the Exercise Price. If the Grantee is an Employee or a former Employee,
      the
      Company will be required to withhold from the Grantee’s compensation or collect
      from the Grantee and pay to the applicable taxing authorities an amount in
      cash
      equal to a percentage of this compensation income at the time of exercise,
      and
      may refuse to honor the exercise and refuse to deliver Shares if such
      withholding amounts are not delivered at the time of exercise.

     

    (d) Disposition
      of Shares.
      In the
      case of a Non-Qualified Stock Option, if Shares are held for more than one
      year,
      any gain realized on disposition of the Shares will be treated as long-term
      capital gain for federal income tax purposes. In the case of an Incentive Stock
      Option, if Shares transferred pursuant to the Option are held for more than
      one
      year after receipt of the Shares and are disposed more than two years after
      the
      Date of Award, any gain realized on disposition of the Shares also will be
      treated as capital gain for federal income tax purposes and subject to the
      same
      tax rates and holding periods that apply to Shares acquired upon exercise of
      a
      Non-Qualified Stock Option. If Shares purchased under an Incentive Stock Option
      are disposed of prior to the expiration of such one-year or two-year periods,
      any gain realized on such disposition will be treated as compensation income
      (taxable at ordinary income rates) to the extent of the difference between
      the
      Exercise Price and the lesser of (i) the Fair Market Value of the Shares on
      the date of exercise, or (ii) the sale price of the Shares.

     

    
      
        
        

      

      
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    14. Lock-Up
      Agreement.

     

    (a) Agreement.
      The
      Grantee, if requested by the Company and the lead underwriter of any public
      offering of the Common Stock or other securities of the Company (the “Lead
      Underwriter”), hereby irrevocably agrees not to sell, contract to sell, grant
      any option to purchase, transfer the economic risk of ownership in, make any
      short sale of, pledge or otherwise transfer or dispose of any interest in any
      Common Stock or any securities convertible into or exchangeable or exercisable
      for or any other rights to purchase or acquire Common Stock (except Common
      Stock
      included in such public offering or acquired on the public market after such
      offering) during the 180-day period following the effective date of a
      registration statement of the Company filed under the Securities Act
      of 1933, as amended, or such shorter period of time as the Lead Underwriter
      shall specify. The Grantee further agrees to sign such documents as may be
      reasonably requested by the Lead Underwriter to effect the foregoing and agrees
      that the Company may impose stop-transfer instructions with respect to such
      Common Stock subject to the lock-up period until the end of such period. The
      Company and the Grantee acknowledge that each Lead Underwriter of a public
      offering of the Company’s stock, during the period of such offering and for the
      180-day period thereafter, is an intended beneficiary of this
      Section.

     

    (b) No
      Amendment Without Consent of Underwriter.
      During
      the period from identification as a Lead Underwriter in connection with any
      public offering of the Company’s Common Stock until the earlier of (i) the
      expiration of the lock-up period specified in Section 14(a) in connection
      with such offering or (ii) the abandonment of such offering by the Company
      and the Lead Underwriter, the provisions of this Section may not be amended
      or
      waived except with the consent of the Lead Underwriter.

     

    15. Entire
      Agreement: Governing Law.
      The
      Notice, the Plan and this Option Agreement constitute the entire agreement
      of
      the parties with respect to the subject matter hereof and supersede in their
      entirety all prior undertakings and agreements of the Company and the Grantee
      with respect to the subject matter hereof, and may not be modified adversely
      to
      the Grantee’s interest except by means of a writing signed by the Company and
      the Grantee. Nothing in the Notice, the Plan and this Option Agreement (except
      as expressly provided therein) is intended to confer any rights or remedies
      on
      any persons other than the parties. The Notice, the Plan and this Option
      Agreement are to be construed in accordance with and governed by the internal
      laws of the State
      of
      New Jersey without giving effect to any choice of law rule that would cause
      the
      application of the laws of any jurisdiction other than the internal laws of
      the
      State of New Jersey to the rights and duties of the parties. Should any
      provision of the Notice, the Plan or this Option Agreement be determined by
      a
      court of law to be illegal or unenforceable, such provision shall be enforced
      to
      the fullest extent allowed by law and the other provisions shall nevertheless
      remain effective and shall remain enforceable. 

     

    
      
        
        

      

      
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    16. Headings.
      The
      captions used in the Notice and this Option Agreement are inserted for
      convenience and shall not be deemed a part of the Option for construction or
      interpretation. 

     

    17. Dispute
      Resolution
      The
      provisions of this Section shall be the exclusive means of resolving disputes
      arising out of or relating to the Notice, the Plan and this Option Agreement.
      The Company, the Grantee, and the Grantee’s assignees (the “parties”) shall
      attempt in good faith to resolve any disputes arising out of or relating to
      the
      Notice, the Plan and this Option Agreement by negotiation between individuals
      who have authority to settle the controversy. Negotiations shall be commenced
      by
      either party by notice of a written statement of the party’s position and the
      name and title of the individual who will represent the party. Within
      thirty (30) days of the written notification, the parties shall meet at a
      mutually acceptable time and place, and thereafter as often as they reasonably
      deem necessary, to resolve the dispute. If the dispute has not been resolved
      by
      negotiation, the parties agree that any suit, action, or proceeding arising
      out
      of or relating to the Notice, the Plan or this Option Agreement shall be brought
      in the United States District Court located nearest to the Company's
      executive offices (or should such court lack jurisdiction to hear such action,
      suit or proceeding, in a New Jersey state court in the county in which the
      Company's executive offices are located) and that the parties shall submit
      to
      the jurisdiction of such court. The parties irrevocably waive, to the fullest
      extent permitted by law, any objection the party may have to the laying of
      venue
      for any such suit, action or proceeding brought in such court. THE PARTIES
      ALSO
      EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH
      SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section shall
      for any reason be held invalid or unenforceable, it is the specific intent
      of
      the parties that such provisions shall be modified to the minimum extent
      necessary to make it or its application valid and enforceable.

     

    18. Notices.
      Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon personal delivery, one business day following
      deposit with a reputable overnight courier service or three business days
      following deposit in the United States mail by certified mail, with postage
      and fees prepaid, addressed to the other party at its address as shown beneath
      its signature in the Notice, or to such other address as such party may
      designate in writing from time to time to the other party delivered in
      accordance with this Section.


    
      
        
        

      

      
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    EXHIBIT
      A

     

    PLATINUM
      ENERGY RESOURCES, INC. 2006 LONG-TERM INCENTIVE PLAN

     

    EXERCISE
      NOTICE

     

    Platinum
      Energy Resources, Inc.

    25
      Philips Parkway

    Montvale,
      NJ 07645

    Attention:
      Chief Executive Officer

     

    1. Effective
      as of today, ______________, ___ the undersigned (the “Grantee”) hereby elects
      to exercise the Grantee’s option to purchase ___________ shares of the Common
      Stock (the “Shares”) of Platinum Energy Resources, Inc. (the “Company”) under
      and pursuant to the Company’s 2006 Long-Term Incentive Plan, as amended from
      time to time (the “Plan”), and the [  ] Incentive
      [  ] Non-Qualified Stock Option Award Agreement (the “Option
      Agreement”) and Notice of Stock Option Award (the “Notice”) dated
      ______________, ________. Unless otherwise defined herein, the terms defined
      in
      the Plan shall have the same defined meanings in this Exercise
      Notice.

     

    2. Representations
      of the Grantee.
      The
      Grantee acknowledges that the Grantee has received, read and understood the
      Notice, the Plan and the Option Agreement and agrees to abide by and be bound
      by
      their terms and conditions. 

     

    3. Rights
      as Stockholder.
      Until
      the stock certificate evidencing such Shares is issued (as evidenced by the
      appropriate entry on the books of the Company or of a duly authorized transfer
      agent of the Company), no right to vote or receive dividends or any other rights
      as a stockholder shall exist with respect to the Shares, notwithstanding the
      exercise of the Option. The Company shall issue (or cause to be issued) such
      stock certificate promptly after the Option is exercised. No adjustment will
      be
      made for a dividend or other right for which the record date is prior to the
      date the stock certificate is issued, except as provided in the
      Plan.

     

    4. Delivery
      of Payment.
      The
      Grantee herewith delivers to the Company the full Exercise Price for the
      Shares.

     

    5. Tax
      Consultation.
      The
      Grantee understands that the Grantee may suffer adverse tax consequences as
      a
      result of the Grantee’s purchase or disposition of the Shares. The Grantee
      represents that the Grantee has consulted with any tax consultants the Grantee
      deems advisable in connection with the purchase or disposition of the Shares
      and
      that the Grantee is not relying on the Company for any tax advice.

     

    6. Taxes.
      The
      Grantee agrees to satisfy all applicable foreign, federal, state and local
      income and employment tax withholding obligations and herewith delivers to
      the
      Company the full amount of such obligations or has made arrangements acceptable
      to the Company to satisfy such obligations. In the case of an Incentive Stock
      Option, the Grantee also agrees, as partial consideration for the designation
      of
      the Option as an Incentive Stock Option, to notify the Company in writing within
      thirty (30) days of any disposition of any shares acquired by exercise of
      the Option if such disposition occurs within two (2) years from the Date of
      Award or within one (1) year from the date the Shares were transferred to
      the Grantee. If the Company is required to satisfy any foreign, federal, state
      or local income or employment tax withholding obligations as a result of such
      an
      early disposition, the Grantee agrees to satisfy the amount of such withholding
      in a manner that the Administrator prescribes. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7. Restrictive
      Legends.
      The
      Grantee understands and agrees that the Company shall cause the legends set
      forth below or legends substantially equivalent thereto, to be placed upon
      any
      certificate(s) evidencing ownership of the Shares together with any other
      legends that may be required by the Company or by state or federal securities
      laws, unless such shares have been registered under the Securities Act of 1933
      and any necessary state securities laws, as determined by the
      Administrator:

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR
      OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED
      UNDER
      THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE
      SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
      COMPLIANCE THEREWITH.

     

    8. Successors
      and Assigns.
      The
      Company may assign any of its rights under this Exercise Notice to single or
      multiple assignees, and this agreement shall inure to the benefit of the
      successors and assigns of the Company. Subject to the restrictions on transfer
      herein set forth, this Exercise Notice shall be binding upon the Grantee and
      his
      or her heirs, executors, administrators, successors and assigns.

     

    9. Headings.
      The
      captions used in this Exercise Notice are inserted for convenience and shall
      not
      be deemed a part of this agreement for construction or interpretation.


     

    10. Dispute
      Resolution.
      The
      provisions of Section 17 of the Option Agreement shall be the exclusive
      means of resolving disputes arising out of or relating to this Exercise
      Notice.

     

    11. Governing
      Law; Severability.
      This
      Exercise Notice is to be construed in accordance with and governed by the
      internal laws of the State of New Jersey without giving effect to any choice
      of
      law rule that would cause the application of the laws of any jurisdiction other
      than the internal laws of the State of New Jersey to the rights and duties
      of
      the parties. Should any provision of this Exercise Notice be determined by
      a
      court of law to be illegal or unenforceable, such provision shall be enforced
      to
      the fullest extent allowed by law and the other provisions shall nevertheless
      remain effective and shall remain enforceable.

     

    
      
        
        

      

      
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    12. Notices.
      Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon personal delivery, one business day following
      deposit with a reputable overnight courier service, or three business days
      following deposit in the United States mail by certified mail with postage
      and fees prepaid, addressed to the other party at its address as shown below
      beneath its signature, or to such other address as such party may designate
      in
      writing from time to time to the other party.

     

    13. Further
      Instruments.
      The
      parties agree to execute such further instruments and to take such further
      action as may be reasonably necessary to carry out the purposes and intent
      of
      this agreement.

     

    14. Entire
      Agreement.
      The
      Notice, the Plan and the Option Agreement are incorporated herein by reference
      and together with this Exercise Notice constitute the entire agreement of the
      parties with respect to the subject matter hereof and supersede in their
      entirety all prior undertakings and agreements of the Company and the Grantee
      with respect to the subject matter hereof, and may not be modified adversely
      to
      the Grantee’s interest except by means of a writing signed by the Company and
      the Grantee; provided that if the Grantee is also an officer of the Company,
      the
      person signing such writing on behalf of the Company must be an officer of
      the
      Company other than the Grantee. Nothing in the Notice, the Plan, the Option
      Agreement and this Exercise Notice (except as expressly provided therein) is
      intended to confer any rights or remedies on any persons other than the parties.
      

     

    
      	
              Submitted
                by:

            	 	
              Accepted
                by:

            
	 	 	 
	
              GRANTEE:

            	 	
              PLATINUM
                ENERGY RESOURCES, INC.

            
	 	 	 
	
              (Signature)

            	 	
              By:____________________________________

              Name:

              Title:

            
	 	 	 
	
              Address:

            	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


     


    
      
        
        

      

      
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    EXHIBIT
      B

     

    PLATINUM
      ENERGY RESOURCES, INC. 20026 LONG-TERM INCENTIVE PLAN

     

    INVESTMENT
      REPRESENTATION STATEMENT

     

    
      	GRANTEE:   	 	 
	 	 	 
	COMPANY:	PLATINUM ENERGY RESOURCES, INC.	 
	 	 	 
	SECURITY:	COMMON STOCK	 
	 	 	 
	AMOUNT:	 	 
	 	 	 
	DATE:	 	 
	 	 	 


    

     

    In
      connection with the purchase of the above-listed Securities, the undersigned
      Grantee represents to the Company the following:

     

    (a) Grantee
      is aware of the Company’s business affairs and financial condition and has
      acquired sufficient information about the Company to reach an informed and
      knowledgeable decision to acquire the Securities. Grantee is acquiring these
      Securities for investment for Grantee’s own account only and not with a view to,
      or for resale in connection with, any “distribution” thereof within the meaning
      of the Securities Act of 1933, as amended (the “Securities Act”).


     

    (b) Grantee
      acknowledges and understands that the Securities constitute “restricted
      securities” under the Securities Act and have not been registered under the
      Securities Act in reliance upon a specific exemption therefrom, which exemption
      depends upon among other things, the bona fide nature of Grantee’s investment
      intent as expressed herein. Grantee further understands that the Securities
      must
      be held indefinitely unless they are subsequently registered under the
      Securities Act or an exemption from such registration is available. Grantee
      further acknowledges and understands that the Company is under no obligation
      to
      register the Securities. Grantee understands that the certificate evidencing
      the
      Securities will be imprinted with a legend which prohibits the transfer of
      the
      Securities unless they are registered or such registration is not required
      in
      the opinion of counsel satisfactory to the Company.

     

    (c) Grantee
      is familiar with the provisions of Rule 701 and Rule 144, each
      promulgated under the Securities Act, which, in substance, permit limited public
      resale of “restricted securities” acquired, directly or indirectly from the
      issuer thereof, in a non-public offering subject to the satisfaction of certain
      conditions. Rule 701 provides that if the issuer qualifies under
      Rule 701 at the time of the grant of the Option to the Grantee, the
      exercise will be exempt from registration under the Securities Act. In the
      event
      the Company becomes subject to the reporting requirements of Section 13 or
      15(d) of the Securities Exchange Act of 1934, ninety (90) days
      thereafter (or such longer period as any market stand-off agreement may require)
      the Securities exempt under Rule 701 may be resold, subject to the
      satisfaction of certain of the conditions specified by Rule 144, including:
      (1) the resale being made through a broker in an unsolicited “broker’s
      transaction” or in transactions directly with a market maker (as said term is
      defined under the Securities Exchange Act of 1934); and, in the case of an
      affiliate, (2) the availability of certain public information about the
      Company, (3) the amount of Securities being sold during any three month
      period not exceeding the limitations specified in Rule 144(e), and
      (4) the timely filing of a Form 144, if applicable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    In
      the
      event that the Company does not qualify under Rule 701 at the time of grant
      of the Option, then the Securities may be resold in certain limited
      circumstances subject to the provisions of Rule 144, which requires the
      resale to occur not less than one year after the later of the date the
      Securities were sold by the Company or the date the Securities were sold by
      an
      affiliate of the Company, within the meaning of Rule 144; and, in the case
      of acquisition of the Securities by an affiliate, or by a non-affiliate who
      subsequently holds the Securities less than two years, the satisfaction of
      the conditions set forth in sections (1), (2), (3) and (4) of the paragraph
      immediately above.

     

    (d) Grantee
      further understands that in the event all of the applicable requirements of
      Rule 701 or 144 are not satisfied, registration under the Securities Act,
      compliance with Regulation A, or some other registration exemption will be
      required; and that, notwithstanding the fact that Rules 144 and 701 are not
      exclusive, the Staff of the Securities and Exchange Commission has expressed
      its
      opinion that persons proposing to sell private placement securities other than
      in a registered offering and otherwise than pursuant to Rules 144 or 701
      will have a substantial burden of proof in establishing that an exemption from
      registration is available for such offers or sales, and that such persons and
      their respective brokers who participate in such transactions do so at their
      own
      risk. Grantee understands that no assurances can be given that any such other
      registration exemption will be available in such event.

     

    (e) Grantee
      represents that he or she is a resident of the state of
      _________________.

     

    
      	 	 	 
	 	Signature of Grantee:
	 
 	 
 	 
 
	 	 	 
	 	
              

            
	 	Date:__________________________,  ______


    

     

     

     

     

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