FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

FOURTH AMENDMENT TO

EMPLOYMENT AGREEMENT  

This Fourth Amendment to Employment Agreement (this “Amendment”) is made and entered into this 24^th day of March, 2009, by and between RAM ENERGY RESOURCES, INC., a Delaware corporation (the “Company”), and LARRY E. LEE, an individual (the “Executive”).

WHEREAS, the Company and the Executive are parties to that certain Employment Agreement dated May 8, 2006 as amended by that First Amendment to Employment Agreement dated October 18, 2006, by that certain Second Amendment to Employment Agreement dated February 25, 2008, and by that certain Third Amendment to Employment Agreement dated December 30, 2008 (the “Agreement”); and

WHEREAS, the Compensation Committee of the Board of Directors of the Company and the Executive have agreed that the Agreement should be amended in a manner set out in this Amendment; and

WHEREAS, capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.

NOW, THEREFORE, it is hereby agreed that the Agreement should be and is hereby amended as follows:

1.         Section 1 of the Agreement is deleted in its entirety and the following Section 1 substituted therefor:

“1.        Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, for the period commencing on the Effective Date and ending on April 30, 2011 (the “Employment Period”).”

EXECUTED this 24^th day of March, 2009.

“COMPANY”

RAM ENERGY RESOURCES, INC., a Delaware corporation

By  /s/ G. Les Austin

G. Les Austin

“EXECUTIVE”

/s/ Larry E. Lee

Larry E. Lee