AMENDMENT DATED DECEMBER 14, 2015, TO THE SECOND AMENDED LETTER LOAN AGREEMENT AND THE SECOND AMENDED PROMISSORY NOTE, BOTH DATED NOVEMBER 13, 2014

1.

LEI has previously formed CATI Operating LLC as a Texas limited liability company and which is a wholly-owned subsidiary of LEI (“CATI”).

2.

Promptly following the date of this December 2015 Amendment, LEI shall transfer to CATI all of its oil and gas interests as listed in Exhibit A to this December 2015 Amendment and which is incorporated by reference in this December 2015 Amendment for all purposes.  LEI warrants and represents that the list contained in Exhibit A is exhaustive and complete.  LEI shall contemporaneously transfer to CATI all other assets listed on the Equipment Inventory attached to this December 2015 Amendment as Exhibit B and which is incorporated by reference into this December 2015 Amendment for all purposes.  LEI warrants and represents that the equipment list contained in Exhibit B is exhaustive and complete.  LEI understands and agrees that if it discovers any assets of oil and gas interests, equipment, or other significant asset (with “significant” determined at the reasonable discretion of counsel for Rogers), LEI shall immediately take all steps necessary to transfer those assets to CATI.  All of these transfers of assets are referred to in this December 2015 Amendment as the “Transfer.”  LEI further warrants and represents that the oil and gas interests and the equipment listed in Exhibits A and B constitute substantially all of the assets of LEI as of December 14, 2015.

3.

Following the Transfer, Rogers shall have no right to foreclose upon or to take any other actions whatsoever against LEI (at the Nevada parent company level), in connection with the occurrence of an event of default, events of defaults, or other breaches or failures to comply with the terms of the 2d LLA, the 2d Note, or any of the other Loan Documents, by LEI (each a “Default”), Rogers shall refrain from taking any actions against LEI (at the Nevada parent company level), and instead Rogers shall take any and all actions in connection with a Default solely against CATI and its assets.  All rights, remedies, and obligations of LEI under the 2d LLA, the 2d Note, and all other Loan Documents entered into between Rogers and LEI are assigned and transferred to CATI.  All rights and remedies that Rogers previously had against LEI she now has against CATI, as amended by this December 2015 Amendment.

4.

Upon CATI’s execution of any and all documents necessary to effect the assignment of the Loan Documents and the Transfer, any and all security interests, mortgages, and other similar documents and terms of the 2d LLA, the 2d Note, and any of the other Loan Documents, which encumber the assets or operations of LEI (at the Nevada parent company level) shall solely encumber the assets and operations of CATI.  LEI shall ensure CATI executes any and all documents deemed necessary by counsel for Rogers to effect the assignment and Transfer.  LEI will enter into any other documents, agreements, and confirmations that Rogers reasonably requests to memorialize and document the intent of the parties by their entry into this Agreement.

5.

Upon CATI’s execution of any and all documents necessary to effect the assignment of the Loan Documents and the Transfer, Rogers shall provide Lucas authority to terminate any and all UCC financing statements in place encumbering LEI or its assets (at the Nevada parent company level) and Rogers will enter into any other documents, agreements, and confirmations that LEI reasonably requests to memorialize and document the intent of the parties by their entry into this Agreement.

6.

Upon CATI’s execution of any and all documents necessary to effect the assignment of the Loan Documents and the Transfer, Rogers may record any and all UCC-1s she deems necessary against CATI and CATI’s assets.

7.

Upon the effective date of the Transfer, CATI shall assume all obligations of LEI under all of the Loan Documents.