EnerJex
Resources, Inc.

    27
Corporate Woods, Suite 350

    10975
Grandview Drive

    Overland
Park, Kansas 66210

    


    November
30, 2010

    


    West
Coast Opportunity Fund, LLC

    Montecito
Venture Partners, LLC

    Black
Sable Energy, LLC

    J&J
Operating, LLC

    c/o West
Coast Asset Management, Inc.

    ATTN:   Atticus
Lowe, CIO

    1205
Coast Village Road

    Montecito,
California 93108


    


    
      	
               
      

            	
              Re:

            	
              First
      Amendment to Binding LOI

            


    

    Recapitalization of EnerJex
Resources, Inc. through Asset Purchases

    


    Gentlemen:

    


    We are
writing this letter agreement (the "Amendment") to you in
order to memorialize our agreement to amend that certain letter agreement dated
October 30, 2010 , which consisted of lettered Paragraphs "A" through "K" (the
"Binding LOI"),
by and among EnerJex Resources, Inc. (the "Company"), J&J
Operating, LLC ("J&J"); West Coast
Opportunity Fund, LLC ("WCOF"); Montecito
Venture Partners, LLC, a controlled affiliate of WCOF ("MVP"); and Black
Sable Energy, LLC, a controlled affiliate of MVP ("BSE") (the Company,
J&J, WCOF, MVP and BSE are referred to herein collectively as the "Parties" and
individually a "Party").   All
capitalized terms that appear in this Amendment and are not defined herein shall
have the respective meanings ascribed thereto in the Binding LOI.

    


    Amendment
of Binding LOI

    


    The
Parties agree as follows:

    


    1.           Extension
of Termination Date.   The Termination Date is hereby
extended to December 31, 2010.

    


    2.           Ratification.  Except
as expressly modified by Paragraph 1, above, the Binding LOI is hereby ratified
and confirmed and remains in full force and effect.

    


    3.           Miscellaneous.   The
provisions of Paragraph "K" of the Binding LOI shall apply with equal force to
this Amendment as if fully set forth herein.

    


    Acceptance

    


    If the
terms set forth above are acceptable to you, then please execute and return to
me one copy of this Amendment at your first opportunity.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    West
Coast Opportunity Fund, LLC

    Montecito
Venture Partners, LLC

    J&J
Operating, LLC

    
      
        	
                Black
      Sable Energy, LLC

              	
                2

              	
                November
      30,
      2010          

              


      

    

     

    We look
forward to hearing from you.

    


    
      
        	
                Sincerely,

              
	 
      
	
                EnerJex
      Resources, Inc., a Nevada corporation

              
	 
      
	
                By:

              	
                /s/ Steve Cochennet

              
	 
      	
                Steve
      Cochennet, CEO/President

              


      

    

     

    [Signatures of other Parties appear
on following page.]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    West
Coast Opportunity Fund, LLC

    Montecito
Venture Partners, LLC

    J&J
Operating, LLC

    
      
        	
                Black
      Sable Energy, LLC

              	
                3

              	
                November
      30,
      2010          

              


      

    

    


    Acceptance

    


    The undersigned agrees to and accepts
the foregoing terms and conditions of this Amendment.

    


    
      
        
          	
                  West
      Coast Opportunity Fund, LLC

                	
                  Montecito
      Venture Partners, LLC

                
	 
      	 
      
	
                  By

                	
                  West
      Asset Management, Inc.,

                	 
      
	 
      	
                  its
      Manager

                	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Atticus Lowe

                	 
      	
                  By:

                	
                  /s/ Atticus Lowe

                	 
      
	 
      	 
      	
                  Atticus
      Lowe, Chief Investment Officer

                	 
      	 
      	
                  Atticus
      Lowe, Manager

                


        

      

    

    


    
      
        	
                J&J
      Operating, LLC

              	
                Black
      Sable Energy, LLC

              
	 
      	 
      
	
                By:

              	
                /s/ John Loeffelbein

              	 
      	
                By:

              	
                /s/ Robert Watson

              	 
      
	 
      	
                John
      Loeffelbein, Member

              	 
      	
                Robert
      Watson, Chief Executive
Officer