3 To Joint Exploration Agreement

Amendment 3 To Joint Exploration Agreement



This Third Amendment ("Third Amendment") to that certain Letter Agreement (the "Letter Agreement") dated September 26, 2006, that certain Amendment No. 1 to Letter Agreement dated December 12, 2006 (the "First Amendment"), that certain Joint Exploration Agreement ("JEA") dated March 30, 2007, and that certain Amendment 2 to the JEA dated March 20, 2008 (the "Second Amendment") all 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" is effective as of November 6, 2008. The Letter Agreement, First Amendment, JEA and Second Amendment Collectively referred to as the "Black Oaks Documents". MorMeg and EnerJex are jointly referred to herein as "the parties".



Recitals



A. Pursuant to Section D.5. of the JEA and Section D.5 of the Letter Agreement, EnerJex shall, following the minimum funding described therein and previously paid, within a reasonable length of time, secure and contribute additional funding so as not to cause more than thirty (30) days delay of project activities due to lack of funding to develop Black Oaks (the "Additional Capital Deadline"); and


B. Pursuant to the Second Amendment, the Additional Capital Deadline was extended until December 1, 2008;


C. MorMeg and EnerJex desire to amend the Black Oaks Documents to further extend the Additional Capital Deadline.


Now Therefore , for and in consideration of the foregoing, and of the mutual covenants, agreements, undertakings, representations and warranties contained herein, the parties hereto agree as follows:


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