ENERJEX
RESOURCES, INC.

    27
Corporate Woods, Suite 350

    10975
Grandview Drive

    Overland
Park, Kansas 66210

    


    April 1,
2010

    


    
      
        
          	
                  West
      Coast Opportunity Fund, LLC

                	
                  Frey
      Living Trust

                
	
                  1202
      Coast Village Road

                	
                  5005
      SE Williams Way

                
	
                  Montecito,
      CA 93108

                	
                  Stuart,
      FL 34997

                
	 
      	 
      
	
                  Enable
      Growth Partners LP

                	
                  Enable
      Opportunity Partners LP

                
	
                  C/o
      Enable Capital Management

                	
                  C/o
      Enable Capital Management

                
	
                  One
      Ferry Building, Suite 225

                	
                  One
      Ferry Building, Suite 225

                
	
                  San
      Francisco, CA 94111

                	
                  San
      Francisco,
CA  94111

                


        

      

    

    


    
      	
               
      

            	
              RE:

            	
              Amendment to
      Debentures and Transaction Documents (this “Letter
      Agreement”)

            


    

    


    Dear
Buyers:

    


    Reference
is made to the June 21, 2007 Senior Secured Debentures, as amended (the “Debentures”), the
Securities Purchase Agreement, as amended (the “Purchase Agreement”),
and the Pledge and Security Agreement, as amended (the “Security Agreement”)
and other agreements and documents associated therewith, as amended through the
date hereof (collectively, the “Transaction
Documents”), all originally dated as of April 11, 2007, by and among
EnerJex Kansas, Inc.
(the “Company”), EnerJex Resources, Inc.
(“Parent”),
West Coast Opportunity Fund,
LLC (“West
Coast”), Frey Living
Trust (“Frey”), Enable
Growth Partners LP (“Enable Growth”) and Enable Opportunity Partners LP
(“Enable Opportunity”) (collectively, West Coast, Frey, Enable Growth and Enable
Opportunity may be referred to as the “Buyers”).  Capitalized
terms used but not otherwise defined herein have the meanings ascribed to such
terms in the Debentures, Purchase Agreement, the Security Agreement and/or the
Transaction Documents.

    


    WHEREAS:

     

    A.           The
Company wishes to extend the Maturity Date of the Debentures to December 31,
2010.

     

    B.           The
Company and the Buyers desire to amend the Debentures to remove the Section
allowing for the Buyers to convert the Debentures into shares of Parent’s common
stock.

     

    C.           The
Company and the Buyers wish to amend certain Sections of the Debentures and the
Transaction Documents as set forth herein.

     

    D.           Certain
of the Transaction Documents provide that amendments may be made by written
consent of the Company and holders of at least sixty-five percent of the
aggregate number of Registrable Securities issued under the Securities Purchase
Agreement, and the undersigned Buyers constitute such requisite
holders.

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    NOW THEREFORE, in
consideration of the premises and mutual promises herein contained, the Company
and the Buyers hereby agree as follows:

     

    1.           Defined Terms.
Capitalized terms used in this Letter Agreement which are not defined herein
shall have the meaning ascribed to them in the Transaction
Documents.

     

    
      	
               
      

            	
              2.

            	
              Amendments to
      Debentures.  The Company and the Buyers hereby agree
      that:

            


    

     

    
      	
               
      

            	
              a.

            	
              Section (1)
      of each of the Debentures is modified to state the “Maturity Date” shall
      be December 31, 2010.

            


    

     

    
      	
               
      

            	
              b.

            	
              Section
      (3) “CONVERSION”
      shall be deleted in its entirety.

            


    

    


    
      	
               
      

            	
              c.

            	
              Sections
      (4) through (24) shall be renumbered Sections (3) through (23),
      respectively to account for the deletion of Section (3) as set forth
      above.

            


    

     

    
      	
               
      

            	
              3.

            	
              Conditional
      Waiver.

            


    

     

    
      	
               
      

            	
              a.

            	
              The
      Buyers hereby waive any existing Event of Default under the Transaction
      Documents that does not, directly or indirectly, have a material negative
      impact on the Buyers’ security interest in the collateral or other
      properties of the Company in which it has a security interest, or have a
      material negative impact in the Buyers’ priority of payment under the
      Debentures.

            


    

     

    
      	
               
      

            	
              b.

            	
              The
      Company hereby represents and warrants to the Buyers that it has no
      knowledge of any material Defaults or Events of Default under the
      Transaction Documents.

            


    

     

    
      	
               
      

            	
              c.

            	
              The
      waivers granted by the Buyers in favor of the Company that are contained
      in this Agreement shall be null and void in the event the Company has
      breached its representation in
  Section 4(b).

            


    

     

    
      	
               
      

            	
              4.

            	
              Governing
      Law.  This Letter Agreement shall be construed and
      enforced in accordance with, and all questions concerning the
      construction, validity, interpretation and performance of this Letter
      Agreement and all disputes arising hereunder shall be governed by, the
      laws of the State of New York, without giving effect to any choice of law
      or conflict of law provision or rule (whether of the State of New York or
      any other jurisdiction) that would cause the application of the laws of
      any jurisdiction other than the State of New
  York.

            


    

     

    
      	
               
      

            	
              5.

            	
              Amendment.  It
      is the intention of the parties that this Letter Agreement modifies and
      amends the Transaction Documents to the extent set forth herein or as
      otherwise necessary to effectuate the intentions of the parties as set
      forth herein.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              6.

            	
              No
      Waiver.  The execution of this Letter Agreement is not,
      and shall not be deemed to constitute, a waiver, cure, or forbearance of
      any default arising prior or subsequent to the date of this Letter
      Agreement, nor shall it constitute a reinstatement of the terms described
      in the Transaction Documents, except as set forth herein.  The
      Company agrees that no delay on the part of any of the Buyers in
      exercising any power or right shall operate as a waiver of any such power
      or right or preclude the further exercise of any other power or
      right.  Any remedies contained herein are cumulative and not
      exclusive of any remedies provided by law.  Notice to or demand
      in circumstances under which the terms of this Letter Agreement do not
      require such notice or demand shall not entitle the Company to further
      notice or demand nor constitute a waiver of the rights of the Buyers to
      take any other or further action without notice or
  demand.

            


    

     

    
      	
               
      

            	
              7.

            	
              Continuing Validity of
      Transaction Documents.  Except as expressly provided for
      in this Letter Agreement, the other Transaction Documents and all other
      documents executed in connection therewith shall continue unchanged in
      full force and effect, in accordance with their respective terms, and the
      parties hereby expressly confirm and reaffirm all of their respective
      liabilities, obligations, duties and responsibilities under and pursuant
      to the other Transaction Documents.

            


    

     

    
      	
               
      

            	
              8.

            	
              Transaction
      Document. This Letter Agreement shall be deemed and constitute a
      “Transaction Document” under the Securities Purchase
      Agreement.

            


    

     

    
      	
               
      

            	
              9.

            	
              Recitals. The
      recitals set forth above are true and correct and are hereby incorporated
      into this Letter Agreement as if set forth at length
    herein.

            


    

     

    
      	
               
      

            	
              10.

            	
              Counterparts.  This
      Letter Agreement may be executed in two or more identical counterparts,
      all of which shall be considered one and the same agreement and shall
      become effective when counterparts have been signed by each party and
      delivered to each other party; provided that a facsimile signature shall
      be considered due execution and shall be binding upon the signatory
      thereto with the same force and effect as if the signature were an
      original, not a facsimile
signature.

            


    

     

    
      	
               
      

            	
              11.

            	
              Headings.  The
      headings of this Letter Agreement are for convenience of reference and
      shall not form part of, or affect the interpretation of, this Letter
      Agreement.

            


    

     

    
      	
               
      

            	
              12.

            	
              Severability.  If
      any provision of this Letter Agreement shall be invalid or unenforceable
      in any jurisdiction, such invalidity or unenforceability shall not affect
      the validity or enforceability of the remainder of this Letter Agreement
      in that jurisdiction or the validity or enforceability of any provision of
      this Letter Agreement in any other
jurisdiction.

            


    

     

    
      	
               
      

            	
              13.

            	
              Further
      Assurances.  Each party shall do and perform, or cause to
      be done and performed, all such further acts and things, and shall execute
      and deliver all such other agreements, certificates, instruments and
      documents, as any other party may reasonably request in order to carry out
      the terms of this Letter Agreement and the consummation of the
      transactions contemplated hereby.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Kindly
confirm your agreement with the foregoing by signing the copy of this letter
where indicated below.

     

    IN
WITNESS WHEREOF, the parties hereto have executed or caused this Letter
Agreement to be duly executed by an authorized officer as of the date first
above written.

     

    
      	 
      	
              Very
      Truly Yours,

            
	 
      	 
      
	 
      	
              Company:

            
	 
      	
              ENERJEX
      KANSAS, INC.

            
	 
      	 
      
	 
      	
              By:

            	
              /s/ Steve Cochennet

            
	 
      	 
      	
              Name:
      Steve Cochennet

            
	 
      	 
      	
              Title:
      Chief Executive Officer

            
	 
      	 
      
	 
      	
              Parent:

            
	 
      	
              ENERJEX
      RESOURCES, INC.

            
	 
      	 
      
	 
      	
              By:

            	
              /s/ Steve Cochennet

            
	 
      	 
      	
              Name:
      Steve Cochennet

            
	 
      	 
      	
              Title:
      Chief Executive Officer

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      
        	
                WEST
      COAST OPPORTUNITY FUND,

                LLC

              
	 
      	 
      
	
                By:

              	
                /s/ Atticus Lowe

              	 
      
	 
      	
                Name:
      Atticus Lowe

              	 
      
	 
      	
                Title:
      Chief Investment Officer

              	 
      


      

    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              ENABLE
      GROWTH PARTNERS LP

            
	 
      	 
      
	
              By:

            	
              /s/ Mitch Levine

            	 
      
	 
      	
              Name:
      Mitch Levine

            	 
      
	 
      	
              Title:
      CEO

            	 
      


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      
        	
                ENABLE
      OPPORTUNITY PARTNERS LP

              
	 
      
	
                By:

              	
                /s/ Mitch Levine

              	 
      
	 
      	
                Name:
      Mitch Levine

              	 
      
	 
      	
                Title:
      CEO

              	 
      


      

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      	
              FREY
      LIVING TRUST

            
	 
      
	
              By:

            	
              /s/ Philip Frey, Jr.

            	 
      
	 
      	
              Name:
      Philip Frey Jr.

            	 
      
	 
      	
              Title:
      Trustee

            	 
      


    

     

    
      
         


      

      
        8