CONSULTING
      AGREEMENT

     

    This
      CONSULTING
      AGREEMENT (this
      “Agreement”) is dated as of the 26th day of October, 2006, by and between
      PLATINUM ENERGY RESOURCES, INC., a Delaware corporation (“Platinum”),
      and
      Lance Duncan (“Duncan”).

     

    WHEREAS,
      on
      January 26, 2006, Platinum, Tandem Energy Holdings, Inc. (“Tandem”)
      and
      PER Acquisition Corp. (“PER”)
      and
      certain stockholders of Tandem, entered into an Agreement and Plan of Merger
      (as
      amended, the “Merger
      Agreement”)
      pursuant to which PER was to merge with and into Tandem; and

     

    WHEREAS,
      in
      connection with the proposed merger, on January 26, 2006, Platinum entered
      into
      a letter agreement with Duncan pursuant to which Platinum agreed to pay to
      Duncan a fee for his services in connection with the proposed merger as well
      as
      for future consulting services (the “Letter
      Agreement”);
      and

     

    WHEREAS,
      in
      connection with the parties’ determination to restructure the proposed
      transaction, on October 4, 2006, the Merger Agreement was terminated by the
      parties and on October 4, 2006, Platinum, PER, Tandem Energy Corporation
      (“TEC”)
      and
      certain stockholders of Tandem, entered into an Asset Acquisition Agreement
      and
      Plan of Reorganization (the “Acquisition
      Agreement”)
      pursuant to which PER will acquire substantially all of the assets and assume
      substantially all of the liabilities of TEC (the “Acquisition”);
      and

     

    WHEREAS,
      in
      light of the restructured transaction, on October 26, 2006, the Letter Agreement
      was terminated by the parties thereto and the parties acknowledged that,
      notwithstanding the termination of the Letter Agreement, Platinum desires to
      retain Mr. Duncan’s services in connection with possible business transactions
      and Mr. Duncan desired to render such services;

     

    NOW
      THEREFORE,
      in
      consideration of the mutual promises, covenants and agreements herein contained,
      and other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto, intending to be legally bound,
      agree as follows:

     

    1.    Consulting
      Services.
      Platinum hereby engages Duncan to investigate and evaluate enterprises in the
      energy industry, focusing on oil and gas, with a view to possible future
      acquisition and, if warranted, to assist in the scheduling of meetings, site
      inspections and due diligence investigations between the parties, as applicable
      (the “Services”).
      Duncan shall perform the duties and responsibilities under this Agreement to
      the
      best of his abilities in a diligent, trustworthy, businesslike and efficient
      manner, and shall report to Mark Nordlicht, Chairman, or Barry Kostiner,
      President of Platinum. Duncan shall also investigate and evaluate such
      enterprises as Messrs. Nordlicht or Kostiner or the board of directors of
      Platinum may direct during the Term of this Agreement.

     

    2.    Term.
      Subject
      to the provisions of Sections 4, 7 and 8 hereof, which shall remain in effect,
      the term of this Agreement (the “Term”)
      shall
      commence on the closing of the Acquisition (the “Commencement
      Date”)
      and
      terminate on the eighteen month anniversary of the Commencement Date. In the
      event that the Acquisition is not consummated, Platinum shall have no liability
      to Duncan of any of his affiliates hereunder.

     

    3.    Duties.
      The
      parties agree that Duncan shall devote such portion of his working time,
      attention and energy as the parties may from time to time agree upon, provided
      that Duncan shall make every effort to investigate and evaluate such enterprises
      as Platinum may from time to time direct. Duncan agrees not to engage in any
      activities outside of the scope of this engagement that would detract from,
      or
      interfere with, the fulfillment of his responsibilities or duties under this
      Agreement or otherwise clothe him with apparent authority to act on behalf
      of
      Platinum unless expressly directed. Duncan agrees not to expressly or impliedly
      represent himself as an officer, director, employee, agent or representative
      of
      the Company with the power or authority to negotiate on behalf of, or to
      obligate or bind, the Company.

     

    4.    Compensation;
      Limitations on Transfer.
      

    


    4.1    For
      performance of the Services hereunder, subject to the terms and conditions
      hereof, Platinum shall pay to Duncan 714,286 shares of Platinum common stock,
      $.0001 par value per share (representing approximately $5 million at a per
      share
      price of $7 per share)(the “Shares”)
      as
      follows: (i) 178,573 on the Commencement
      Date, and (ii) 178,571 on the six month, 12 month and 18 month anniversary
      of
      the Commencement Date. Duncan shall not receive any other salary, bonus or
      other
      remuneration or benefits from Platinum during the Term of this Agreement other
      than as specifically set forth in this Agreement and, in his capacity as a
      stockholder of Platinum.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.2    Duncan
      acknowledges that the Shares, when issued, shall constitute “restricted
      securities” under the Federal securities laws inasmuch as they will be acquired
      from Platinum in a transaction not involving a public offering and that, under
      such laws and applicable regulations, such Shares may be resold only under
      certain limited circumstances. In addition to, and not in limitation of the
      restrictions imposed by applicable securities laws, from the Commencement Date
      through the eighteen month anniversary of the Commencement Date, Duncan agrees
      that he shall not transfer any of the Shares regardless of the availability
      of
      an applicable exemption to registration and that, from and after the expiration
      of the eighteen month period immediately following the Commencement Date through
      the third anniversary of the Commencement Date, Duncan agrees that he shall
      be
      entitled to transfer in the aggregate only up to ten percent of the Shares
      per
      calendar quarter.

     

    5.    Representations
      and Warranties of Duncan.
      Duncan
      hereby represents and warrants to Platinum with respect to the acquisition
      of
      Shares as compensation hereunder as follows:

     

    5.1    Duncan
      has been given access to such documents, records, and other information and
      has
      had adequate opportunity to ask questions of, and receive answers from,
      Platinum’s officers and representatives concerning Platinum’s business,
      operations, financial condition, assets, liabilities, and all other matters
      relevant to his investment in the shares to be issued to him as compensation
      hereunder. Duncan acknowledges that he has received no representations or
      warranties from Platinum or its officers or representatives in making this
      investment decision other than as set forth in this Agreement. 

     

    5.2    Duncan
      understands that acquisition of Shares of Platinum common stock is a speculative
      investment involving a high degree of risk. Duncan is aware that there is no
      guarantee that Duncan will realize any gain from accepting the Shares as
      compensation. Duncan is acquiring the Shares for his own account (or for one
      or
      more separate accounts maintained by him), for investment and not with a view
      to
      the distribution thereof in violation of the Securities Act of 1933, as amended,
      and any applicable securities laws of any state.

     

    5.3    Duncan
      represents that he is an “accredited investor” as defined in Rule 501(a) of
      Regulation D promulgated under the Securities Act of 1933, as amended. Duncan
      is
      financially able to bear the economic risk of this decision to accept the shares
      as compensation, including the ability to hold the Shares indefinitely or to
      afford a complete loss of his investment in the Shares. Duncan
      has such knowledge and experience in financial and business matters as to be
      capable of evaluating the merits and risks of an investment in the shares and
      has the capacity to protect his own interests in connection with such
      investment. Duncan acknowledges and understands that Platinum has never paid
      dividends on the Shares and does not anticipate paying dividends in the
      foreseeable future.

     

    5.4    Duncan
      acknowledges that the certificates for the securities comprising the Shares
      that
      Duncan will receive will contain legends substantially as follows:

     

    THE
      SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
      HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
      RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR PLATINUM ENERGY
      RESOURCES, INC. (THE “COMPANY”) RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY
      THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.
      THE SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
      AND
      CONDITIONS OF AN AGREEMENT BETWEEN THE COMPANY AND MR. LANCE DUNCAN, DATED
      AS OF
      OCTOBER 26, 2006.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Duncan
      acknowledges that the Shares must be held indefinitely unless subsequently
      registered under the Securities Act of 1933, as amended, unless an exemption
      from such registration is available. Duncan is aware of the provisions of
      Rule 144 promulgated under the Securities Act of 1933, as amended, that
      permit limited resale of securities purchased in a private placement subject
      to
      the satisfaction of certain conditions. Duncan expressly acknowledges and agrees
      that Platinum is relying upon Duncan’s representations contained in this
      Agreement. 

     

    6.    Termination.

     

    6.1    Duncan’s
      consultancy hereunder shall terminate prior to the scheduled end of the Term
      upon the mutual agreement of Platinum and Duncan. Notwithstanding any
      termination of Duncan’s consultancy for any reason, Duncan will continue to be
      bound by the confidentiality provisions contained herein.

     

    6.2    All
      issuances of Shares to be made hereunder shall be conditioned upon Duncan’s
      compliance with his confidentiality obligations contained herein. Platinum
      will
      not be obligated to continue any such issuances to Duncan in the event that
      Duncan breaches the terms of this Agreement.

     

    7.    Confidentiality.
      

     

    7.1    Duncan
      covenants and agrees that he shall not
      at
      any time, during or after the Term, reveal, divulge, or make known to any person
      or use for his own account any Platinum Confidential Information As used herein,
      the term “Confidential Information” shall be deemed to include information
      obtained by Duncan that relates to the past, present, or future business
      activities of Platinum or its affiliates including, without limitation,
      information relating to prospects and financial condition.

     

    7.2    Duncan
      acknowledges that (a) the Confidential Information was developed at great
      expense and that the Confidential Information is critical to the condition
      (financial or otherwise) and competitive survival of that party, and (b) a
      violation of any of the provisions of this Section 7 could result in irreparable
      injury to such party; and, therefore, Duncan agrees that Platinum shall be
      entitled to equitable relief, including injunction and specific performance,
      in
      the event of any breach of any of the provisions of this Section 7, in addition
      to all other remedies available to such party at law or in equity. 

     

    8.    No
      Conflict; Release.
      

     

    8.1    Duncan
      hereby represents and warrants to Platinum that (a) this Agreement constitutes
      Duncan’s legal and binding obligation, enforceable against him in accordance
      with its terms, (b) his execution and performance of this Agreement does not
      and
      will not breach any other agreement, arrangements, understanding, obligation
      of
      confidentiality, employment relationship to which he is a party or by which
      he
      is bound or any law, rule or regulation, and (c) during the Term, he will not
      enter into any agreement, either written or oral, in conflict with this
      Agreement or his obligations hereunder.

     

    8.2    Duncan,
      on behalf of himself, his agents, representatives, attorneys, assigns, heirs,
      executors, and administrators, hereby unconditionally and irrevocably remises,
      releases and forever discharges Platinum, Tandem Energy Holdings, Inc., Tandem
      Energy Corporation and Shamrock Energy Corporation and their respective past,
      present and future officers, stockholders, directors, employees,
      representatives, attorneys, agents, successors, divisions, companies,
      subsidiaries, parents and affiliates (and past, present and future agents,
      directors, officers, stockholders, employees, representatives and attorneys
      of
      such divisions, companies, subsidiaries and affiliates), or any of them
      (collectively, the “Releasees”), of and from any and all suits, claims, demands,
      interest, costs, attorneys’ fees, expenses, actions and causes of action,
      rights, liabilities, obligations, promises, contracts, controversies, losses
      and
      debts of any nature whatsoever that Duncan, or his heirs, successors, legal
      representatives or assigns, now has, owns or holds, or at any time heretofore
      ever had, owned or held, or could have owned or held, whether known or unknown,
      suspected or unsuspected. This release specifically includes any and all
      contracts and agreements by and between any of the Releasees and Duncan and/or
      any of his affiliates, all of which are hereby released,
      waived, terminated and discharged and any such contracts or agreements shall
      be
      null and void and of no further effect as between the parties thereto, except
      for the Finder’s Agreement and the Termination Agreement, each dated even date
      herewith. Duncan further covenants and agrees that he shall forever forbear
      from
      pursuing and does hereby waive and withdraw any legal proceedings,
      administrative or judicial, against the Releasees asserting any claim of any
      arising out of or that may have existed at any time on or prior to the date
      of
      this Agreement. Duncan represents that he has not assigned any asserted or
      unasserted claims to any person or entity and acknowledges that Platinum enters
      into this Agreement in reliance on that representation. Nothing herein shall
      preclude Duncan from enforcing the terms of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.    Status
      as an Independent Contractor.
      Platinum and Duncan acknowledge and agree that Duncan shall be acting as an
      independent contractor only in performing the Services and not as an employee,
      agent or joint venturer of or with Platinum, and shall have no authority to
      obligate or bind Platinum. The parties acknowledge that, except as otherwise
      agreed to by Duncan and Platinum, any taxes that may be due and owing with
      respect to the compensation to Duncan hereunder shall be the sole responsibility
      of Duncan.

     

    10.    Miscellaneous.

     

    10.1    Successors
      and Assigns; Entire Agreement; No Assignment; Severability.
      This
      Agreement shall bind and inure to the benefit of the parties hereto and their
      respective successors or heirs, distributes and personal representatives. This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof and supersedes other prior and contemporaneous
      arrangements or understandings, whether written or oral, with respect thereto.
      This Agreement may not be assigned without the prior written consent of the
      other party. If any portion of this Agreement is deemed unenforceable, such
      provision shall be enforced to the fullest extent permitted by law and the
      remainder of this Agreement shall remain in full force and effect.

     

    10.2    Notices.
      All
      notices, consents and other communications under this Agreement shall be in
      writing and shall be deemed to have been duly given (a) when delivered by hand
      or (b) five (5) business days after being mailed, prepaid postage, certified
      mail, return receipt requested as follows: If to the Company: Platinum Energy
      Resources, Inc., 25 Phillips Parkway, Montvale, New Jersey 07645 Attention:
      Barry Kostiner, President, facsimile (212) 581-0002. If to Duncan: Keith C.
      Thompson Esq., Law Offices of Keith C. Thompson P.C., 4216 102nd
      Street,
      Lubbock, Texas 79423, facsimile (806) 783-8357.

     

    10.3    Changes;
      No Waiver.
      The
      terms and provisions of this Agreement may not be modified or amended, or any
      of
      the provisions hereof waived, temporarily or permanently, without the prior
      written consent of each of the parties hereto. A waiver or failure to enforce
      the terms of this Agreement or any similar agreement by a party in one instance
      shall not constitute a waiver of its rights hereunder with respect to other
      violations of this or any other agreement.

     

    10.4    Governing
      Law.
      This
      Agreement and (unless otherwise provided) all amendments hereof and waivers
      and
      consents hereunder shall be governed by the internal law of the State of New
      York, without regard to the conflicts of law principles thereof. 

     

    10.5    Counterparts;
      Facsimile Signatures.
      This
      Agreement may be executed in separate counterparts, each of which is deemed
      to
      be an original and all of which taken together constitute one and the same
      agreement. This Agreement may be executed by any party by delivery of a
      facsimile signature, which signature shall have the same force and effect as
      an
      original signature. Any party which delivers a facsimile signature shall
      promptly thereafter deliver an originally executed signature to the other
      party(ies); provided,
      however,
      that
      the failure to deliver an original signature page shall not affect the validity
      of any signature delivered by facsimile.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have executed this Consulting Agreement as of the date first above
      written.

    
      	 	 	 
	 	
              PLATINUM
                ENERGY RESOURCES, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/
              Barry Kostiner
	 	
              
Name:   
Barry
              Kostiner
	 	Title:     
              Chief Executive Officer


      	 	 	 
	 	
              CONSULTANT:

            
	 
 	 
 	 
 
	 	      
                	/s/
              Lance
              Duncan
	 	
              
Lance
              Duncan