Joint Exploration Agreement ??? Dated March 30, 2007

JOINT EXPLORATION AGREEMENT


This Agreement dated March 30, 2007, and having an effective date of March 30, 2007, is made by and between MorMeg, LLC, a Kansas limited liability company, referred to herein as " MorMeg," and EnerJex Resources, Inc., a Nevada corporation, referred to herein as " EnerJex." MorMeg and EnerJex are jointly referred to herein as " the parties" . It is the desire of the parties to enter into this Joint Exploration Agreement (JEA) to define the terms of a joint exploration effort in Woodson and Greenwood Counties, Kansas, and this (JEA) shall govern the joint exploration project. To this end, the parties agree to the following recitals:


A. RECITALS


1.

The Parties acknowledge, and affirm the " LETTER AGREEMENT" (agreement) by and between them dated September 26th, 2006, and the " AMENDMENT NO.1 TO LETTER AGREEMENT" (amendment) dated December 15th, 2006. All the terms and conditions of the agreement and amendment are hereby incorporated into this JEA for all purposes. In the event of a conflict between this JEA and the agreement and/or its amendment, the JEA shall supersede and prevail for all purposes.

2.

MorMeg owns and operates producing oil and gas leases with remaining primary and secondary oil reserves, described in Exhibit " A" (leases) attached hereto, which are located in the Black Oaks leasehold block as shown on the plat map comprising part of Exhibit A. Whenever reference is made herein to a lease or leases referred to herein it shall mean those leases in the Black Oaks leasehold block. MorMeg has performed certain evaluations to estimate the remaining oil and gas potential of the leases. MorMeg desires to enter into a Joint Exploration Agreement (JEA) for the purpose of offering working interest in, and to, the leases in exchange for investment funds to further develop and produce the remaining oil and gas reserves on the leases. The parties agree that the MorMeg owned leases referred to herein are described in Exhibit " A" and are valued at Two Million United States Dollars ($2,000,000.00 US) on the day this JEA is signed by the parties.

3.

EnerJex has enlisted the services of certain experts to independently evaluate and quantify the remaining oil and gas reserves within the leases. As a result of their independent evaluation, EnerJex believes that substantial commercial oil and gas reserves remain to be produced on the leases. This is the basis upon which Enerjex desires to inter into this JEA, and subsequent agreements, to define, and control a joint exploration arrangement with MorMeg to fully develop the leases.

4.

The parties agree that EnerJex has duly notified MorMeg of its intention to exercise its exclusive option to participate in a joint development project by securing financing for the minimum required funding for joint exploration participation in the MorMeg owned leases, as required in the agreement. The activities and estimated cost of the participation are described in Exhibit " B" attached hereto. The parties further intend that the working interest owners of the leases, namely MorMeg and Midwest Energy, Inc. (" Midwest" ), a wholly-owned subsidiary of EnerJex and which will receive assignments of the leases as hereinafter provided, shall enter into a mutually agreeable " Operating Agreement" (O/A) to govern the day to day operational costs and procedures of the project activities as described in Exhibit " B" attached hereto. The parties also intend that such working interest owners shall enter into an " Accounting Agreement" (COPAS) to establish the accounting procedures, joint interest billing, and revenue distribution for the joint exploration project. The COPAS is attached as Exhibit " C" to the O/A and shall be executed by execution of the O/A. EnerJex shall cause Midwest to execute the O/A and comply with the terms of this Agreement insofar as they pertain to its ownership and the development and operation of the leases.

5.

The parties agree that MorMeg will contribute working interest in and to the producing leases, as well as all its knowledge, proprietary and intellectual property concerning the leases, in the effort to develop the remaining oil and gas reserves through primary and secondary means.


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6.

EnerJex agrees to contribute the exploration and development funding necessary to fully develop the remaining oil and gas reserves in exchange for assignments of working interest in and to the leases described in Exhibit " A," and working interest revenue from the production of oil and gas from the leases described in Exhibit " A" in the manner and amounts prescribed herein.


B. DESCRIPTION OF LEASES


The parties hereby describe, and identify in Exhibit " A," the leases and the legal description of the land covered by the leases referred to above which are in the Black Oaks Leasehold Block shown on the plat map included in Exhibit " A." The leases may also be referred to as " Black Oaks." Exhibit " A" also lists the royalty and overriding royalty burdens on production from the leases and the net revenue interests of the working interests of the leases owned by MorMeg.


C. ELECTION TO EXERCISE OPTION


EnerJex hereby exercises its exclusive option granted in the agreement effective at the signing of this JEA, and states it has secured a loan to provide the minimum funding of $4,000,000.00 US, as stated in the agreement to commence the activities described in Exhibit " B" , and to participate in the development and ownership of the leases. It is understood by the parties that financing may be obtained in incremental amounts beyond the minimum required stated above, and not as one amount representing the entire investment required to complete the activities in Exhibit " B" . The parties agree that obtaining funds beyond the initial minimum amount stated above, may depend on satisfactory increases in oil production as a result of the previous expenditures to warrant further investment financing


D. AGREEMENT


Prior to commencement of activities described in Exhibit B of this JEA, EnerJex will pay to MorMeg a one time premium payment of Two Hundred Thousand United States Dollars ($200,000.00 US) as inducement for item #3 below. In addition to the cash payment stated above, MorMeg confirms receipt of 320,000 shares of EnerJex Common stock, as consideration of the amendment.


1.

The parties will establish a separate operating account into which shall be paid the minimum funding of $4,000,000.00 when received by ...