Letter Agreement between Lucas Energy, Inc. and Louise H. Rogers dated February 23, 2015

1.

Jan. 2015 - Mar. 2015 unpaid interest @ 12% per annum added to the principal balance outstanding of the loan,

2.

Apr. 2015 - Aug 2015 interest-only payments @ 12% per annum,

3.

at the option of Lucas, an extension of the maturity date will be granted through September 13, 2015, and Lucas will pay 12% interest per annum + 2% Extension Fee (Balance remaining due divided by 12 multiplied by 2% = 2% Extension Fee) for the month,

4.

at the option of Lucas, a second (and final) extension of the maturity date will be granted through October 13, 2015, and Lucas will pay 12% interest per annum + 2% Extension Fee (Balance remaining due divided by 12 multiplied by 2% = 2% Extension Fee) for the month,

5.

Lucas agrees to pay all current and past due credit administration and legal fees, and shall be responsible for prompt payment for all legal fees related to the Aurora note described in item 7 below during the term of that note in the same manner as set forth in the current version of the Letter Loan Agreement between Lucas and Rogers,

6.

Lucas agrees to pay a $50,000.00 loan amendment fee to the credit administrator upon final repayment of the loan,

7.

Lucas shall cause Aurora Energy Holdings, LLC (“Aurora”), the “Newco” in Lucas’s merger transaction with Victory Energy Corporation (“Victory”), to grant to Rogers a promissory note from Aurora executed in favor of Rogers in the amount of $250,000.00 payable only within 90 days following the termination of the transaction between Lucas Energy and Victory,

8.

in the event the Victory transaction does not close, Lucas agrees that any and all break-up fee proceeds received by Lucas must be immediately paid to Rogers and they shall be applied towards the principal balance due,

9.

Lucas will not unreasonably withhold consent to lender to assign or sell its loan,

10.

Rogers agrees that upon entering into the amended loan documents reflecting these agreed changes to the transaction, Lucas will no longer be in default.  However, Lucas and Rogers both agree that if Lucas defaults under the terms of the newly-amended documents, then all prior defaults by Lucas are revived by the new default and Rogers shall again have all of her rights and remedies under the default provisions of the loan regarding the new and all prior defaults.  The revival of prior defaults shall include all prior defaults regardless of whether notice of the default was sent to Lucas by Rogers.