AMENDMENT
      TO

     

    UNIT
      PURCHASE OPTIONS

     

    This
      AMENDMENT TO UNIT PURCHASE OPTIONS (this ‘‘Amendment’’), dated November 3, 2006,
      is made by and between Platinum Energy Resources, Inc. (the ‘‘Company’’) and the
      holders designated on the signature page hereof (‘‘Holders’’), to those certain
      Unit Purchase Options referred to below.

     

    WHEREAS,
      the Company issued those certain Unit Purchase Options, dated October 24, 2005
      (the ‘‘Unit Purchase Options’’), in connection with the Company’s initial public
      offering and the Holders are the owners of the Unit Purchase Options;
      and

     

    WHEREAS,
      the parties hereto have agreed that the Unit Purchase Options be amended as
      set
      forth herein to clarify the understanding between the parties with respect
      to
      the terms of the Unit Purchase Options effective as of the date of their
      issuance.

     

    NOW,
      THEREFORE, in consideration of the premises and of the agreements contained
      herein, the parties hereto hereby agree as follows:

     

    1.  The
      Unit
      Purchase Options are hereby amended by adding the following new Section 2.4
      to
      such Unit Purchase Options:

     

    ‘‘2.4
      No
      Obligation to Net Cash Settle.
      Notwithstanding anything to the contrary contained in this Purchase Option,
      if
      the Company is unable to deliver any securities pursuant to the exercise of
      this
      Purchase Option as a result of its inability to satisfy its registration
      requirements set forth in Section 5 hereof, the Company will have no obligation
      to pay such registered holder any cash or otherwise ‘‘net cash settle’’ the
      Purchase Option.

     

    2.  Section
      5.3 of the Unit Purchase Options is hereby deleted in its entirety.

     

    3.  Upon
      the
      due execution and delivery of this Amendment by the parties hereto, on and
      after
      the date hereof each reference in the Unit Purchase Options to this ‘‘Purchase
      Option’’, ‘‘hereunder’’, ‘‘hereof’’, ‘‘herein’’ or words of like import
      referring to the Unit Purchase Options shall mean and be a reference to the
      Unit
      Purchase Options, as amended hereby. Except as specifically amended above,
      the
      Unit Purchase Options shall remain in full force and effect and is hereby
      ratified and confirmed.

     

    4.  This
      Amendment may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which shall be deemed to be
      an
      original, but all of which taken together shall constitute one and the same
      agreement, and shall become effective when one or more counterparts has been
      signed by each of the parties hereto and delivered to each of the other parties
      hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the parties have executed this AMENDMENT TO UNIT PURCHASE
      OPTIONS as of the date first set forth above.

     

    
      	 	 	 
	 	PLATINUM
              ENERGY
              RESOURCES, INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Mark
              Nordlicht
	 	
              
Name:
              Mark Nordlicht
	 	Title:
              Chairman


    

     

    
      
        	 	 	 
	 	HOLDERS:
	 	 
	 	 
	 	CASIMIR
                CAPITAL
                L.P.
	 
 	 
 	 
 
	 	By:  	/s/
                Dov
                Wiener
	 	
                
Name:
                Dov Wiener
	 	Title:
                Director, Capital Markets


      

       

    

    
      
        	 	 	 
	 	CANTOR
                FITZGERALD
                & CO.
	 
 	 
 	 
 
	 	By:  	/s/
                Marc
                Blazer
	 	
                
Name:
                Marc Blazer
	 	Title:
                Head of Investment Banking