TEXAS
CAPITAL BANK, N.A.


One
Riverway, Suite 2450


Houston,
Texas 77056





July 14,
2009





Via Facsimile and Regular
Mail


EnerJex
Resources, Inc.,


EnerJex
Kansas, Inc.


DD
Energy, Inc.


27
Corporate Woods, Suite 350


10975
Grandview Drive


Overland
Park, Kansas 66210


Attention:
Steve Cochennet





RE:
            Waiver
      Letter (“Waiver
      Letter”)
      regarding Credit Agreement dated July 3, 2008 (as amended, “Credit
      Agreement”) between Texas Capital Bank, N.A., as a Bank, L/C Issuer
      and Administrative Agent (in such latter capacity and together with its
      successors and permitted assigns in such capacity, the “Administrative
      Agent”), the financial institutions from time to time parties
      thereto, and EnerJex Resources, Inc., EnerJex Kansas, Inc. and DD Energy,
      Inc. (collectively, “Borrowers”)
      (collectively, the “Parties”)





Dear Mr.
Cochennet:




Borrowers
have requested that the Administrative Agent and the Lenders waive certain
covenants under the Credit Agreement.  This Waiver Letter evidences
Administrative Agent’s and the Lenders’ agreement to waive any Default or Event
of Default that may have occurred in relation to Borrowers’ non-compliance with
Section 7.12(a), Current Ratio, and Section 7.12(c), Interest Coverage Ratio, of
the Credit Agreement, solely in relation
with the fiscal quarter ending March 31, 2009.




The
agreement in this Waiver Letter shall not be considered an admission or
agreement that any other modifications are contemplated by the Parties
or in any Loan Document or establish any course of dealing
between Administrative Agent or the Lenders and Borrowers with regard to
future waivers or amendments.  This Waiver Letter should not be
construed as an indication that Administrative Agent or the Lenders would be
willing to agree to any future modifications to any of the terms of the Credit
Agreement or other Loan Documents, or any waiver of any Events
of Default or Defaults that may exist or occur thereunder.




This
Waiver Letter will become effective once it is fully executed by Borrowers and
delivered to Administrative Agent.  In addition, Borrowers agree pay
to Administrative Agent, for its account, a waiver fee in the amount of
$17,716.00, in immediately available funds, on or before the expiration of ten
(10) days following the date of this Waiver Letter.




If you
agree to the terms hereof, please sign and return three original counterparts of
this Waiver Letter to my attention by 5:00 p.m., July 14, 2009.




Sincerely,TEXAS
      CAPITAL BANK, N.A.By:
                /s/
      Jonathan GregoryJonathan
      GregoryExecutive
      Vice President








ACCEPTED
AND AGREED TO THIS  14th day of July, 2009.





EnerJex
      Resources, Inc.
              EnerJex
      Kansas, Inc.





By:
                                          /s/
      C. Steve Cochennet
                                          
                                          By:
                                          /s/
      C. Steve CochennetSteve
      Cochennet,
                                          
                                          Steve
      Cochennet,Chief
      Executive Officer
                                          
                                          Chief
      Executive OfficerDD
      Energy, Inc.By:
                                          /s/
      C. Steve CochennetSteve
      Cochennet,Chief
      Executive Officer