TERMINATION
      AGREEMENT

     

    


    THIS
      TERMINATION 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, Platinum and Duncan wish to jointly
      terminate the Letter Agreement.

     

    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.    Termination

     

    Platinum
      and Duncan hereby agree that the Letter Agreement is hereby terminated as of
      the
      date hereof and is void and of no further force or effect without any liability
      on the part of Duncan, Platinum or its 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)

     

    2.    Representation
      and Warranties

     

    Each
      parties represents and warrants that it is duly authorized to execute and
      deliver this Agreement and that this Agreement is a valid binding obligation
      of
      such party enforceable in accordance with its terms.

     

    2.    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, including the Letter
      Agreement, 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 Finders Agreement and
      the
      Consulting Agreement, 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.    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.

     

    (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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