FINDERS
      AGREEMENT

     

    THIS
      FINDERS 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, an individual (“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, including
      introduction of the parties, 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 26th, 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 compensate Duncan for his introduction of the parties 

     

    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.    Fee

     

    Platinum
      hereby agrees to pay to Duncan, in consideration for his introduction of TEC
      to
      Platinum, a fee of $3 million in cash upon consummation of the Acquisition
      (the
“Fee”).

     

    2.    Representation
      and Warranties

     

    Duncan
      represents and warrants that, except as set forth on Exhibit A hereto, neither
      he nor any of his affiliates (i) is a party to any contract or agreement with
      Platinum, Tandem or TEC or any of their respective affiliates that has not
      been
      terminated; (ii) is an officer, director or employee of Platinum, Tandem or
      TEC
      or any of their respective affiliates; (iii) is principal of Redwood
      Consultants, LLC or any of its affiliates; (iv) was involved in the negotiation
      of the terms of, or documentation relating to, the Acquisition; (v) other than
      in connection with investments as a principal, has been involved in buying
      or
      selling securities; or (vi) has been censured, disciplined, convicted, fined
      or,
      to Duncan’s knowledge, investigated for any violations of any federal or state
      securities laws.

     

    3.    Acknowledgements

     

    Duncan
      hereby agrees and acknowledges the following:

     

    (a)    Regardless
      of whether the Acquisition is consummated, neither Platinum nor Tandem nor
      TEC
      has any obligation to him or his affiliates pursuant to the Letter Agreement
      or
      otherwise in connection with his role relating to the Merger.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)    In
      the
      event that the Acquisition is consummated, the Fee set forth herein as
      consideration for his role in connection with the Acquisition constitutes the
      full consideration payable to him or any of his affiliates and to which he
      believes that he or any of his affiliates is entitled in such regard.


     

    (c)    To
      the
      extent that the Acquisition is not consummated for any reason, Platinum will
      have no obligation to pay the Fee and neither Platinum nor Tandem nor TEC shall
      have any liability to him or any of his affiliates.

     

    4.    Release

     

    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, TEC 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 Consulting 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.

     

    5.    Termination

     

    This
      Agreement shall terminate automatically upon the earlier to occur of termination
      of the Acquisition Agreement or the liquidation of Platinum.

     

    6.    Miscellaneous

     

    (a)    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.

     

    (b)    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.

     

    
      
         

      

      
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    (c)    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. This Agreement may be executed in
      separate counterparts, each of which shall be an original and all of which
      when
      taken together shall constitute one and the same agreement.

     

    (d)    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. 

     

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

    
      	 	 	 
	 	
              PLATINUM
                ENERGY RESOURCES, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/
              Barry Kostiner
	 	
              
Name:
              Barry Kostiner
	 	Title:
              Chief Executive Officer
	 	 
	 	/s/ Lance Duncan 
	 	
              
LANCE
              DUNCAN


    

     

    
      
         

      

      
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    Exhibit
      A

    


    Exclusivity
      Agreement, dated December 13, 2005, between Platinum and Duncan

    Confidentiality
      Agreement, dated November 28, 2005, between Tandem and Duncan

    Consulting
      Agreement, dated as of October 26, 2006, between Platinum and
      Duncan

     

    
      
         

      

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