EnerJexResources, Inc. 27Corporate Woods, Suite 350 10975Grandview Drive OverlandPark, Kansas 66210 November30, 2010

27 Corporate Woods, Suite 350

10975 Grandview Drive

Overland Park, Kansas 66210

November 30, 2010

West Coast Opportunity Fund, LLC

Montecito Venture Partners, LLC

Black Sable Energy, LLC

J&J Operating, LLC

c/o West Coast Asset Management, Inc.

ATTN:   Atticus Lowe, CIO

1205 Coast Village Road

Montecito, California 93108

Re:

First Amendment to Binding LOI

Gentlemen:

We are writing this letter agreement (the "Amendment") to you in order to memorialize our agreement to amend that certain letter agreement dated October 30, 2010 , which consisted of lettered Paragraphs "A" through "K" (the "Binding LOI"), by and among EnerJex Resources, Inc. (the "Company"), J&J Operating, LLC ("J&J"); West Coast Opportunity Fund, LLC ("WCOF"); Montecito Venture Partners, LLC, a controlled affiliate of WCOF ("MVP"); and Black Sable Energy, LLC, a controlled affiliate of MVP ("BSE") (the Company, J&J, WCOF, MVP and BSE are referred to herein collectively as the "Parties" and individually a "Party").   All capitalized terms that appear in this Amendment and are not defined herein shall have the respective meanings ascribed thereto in the Binding LOI.

The Parties agree as follows:

1.           Extension of Termination Date.   The Termination Date is hereby extended to December 31, 2010.

2.           Ratification.  Except as expressly modified by Paragraph 1, above, the Binding LOI is hereby ratified and confirmed and remains in full force and effect.

3.           Miscellaneous.   The provisions of Paragraph "K" of the Binding LOI shall apply with equal force to this Amendment as if fully set forth herein.

If the terms set forth above are acceptable to you, then please execute and return to me one copy of this Amendment at your first opportunity.

 

West Coast Opportunity Fund, LLC

Montecito Venture Partners, LLC

J&J Operating, LLC

 

We look forward to hearing from you.

 

[Signatures of other Parties appear on following page.]

 

West Coast Opportunity Fund, LLC

Montecito Venture Partners, LLC

J&J Operating, LLC

The undersigned agrees to and accepts the foregoing terms and conditions of this Amendment.