TERMINATION AGREEMENT

 

THIS TERMINATION AGREEMENT (this “Agreement”) is dated as of the 26th day of October, 2006, by and between Platinum Energy Resources, Inc., a Delaware corporation (“Platinum”), and Lance Duncan, an individual (“Duncan”).

 

WHEREAS, on January 26, 2006, Platinum, Tandem Energy Holdings, Inc. (“Tandem”) and PER Acquisition Corp. (“PER”) and certain stockholders of Tandem, entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) pursuant to which PER was to merge with and into Tandem; and

 

WHEREAS, in connection with the proposed merger, on January 26, 2006, Platinum entered into a letter agreement with Duncan pursuant to which Platinum agreed to pay to Duncan a fee for his services in connection with the proposed merger, including introduction of the parties, as well as for future consulting services (the “Letter Agreement”); and

 

WHEREAS, in connection with the parties’ determination to restructure the proposed transaction, on October 4, 2006, the Merger Agreement was terminated by the parties and on October 4, 2006, Platinum, PER, Tandem Energy Corporation (“TEC”) and certain stockholders of Tandem, entered into an Asset Acquisition Agreement and Plan of Reorganization (the “Acquisition Agreement”) pursuant to which PER will acquire substantially all of the assets and assume substantially all of the liabilities of TEC (the “Acquisition”); and

 

WHEREAS, in light of the restructured transaction, Platinum and Duncan wish to jointly terminate the Letter Agreement.

 

NOW THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

 

1.    Termination

 

Platinum and Duncan hereby agree that the Letter Agreement is hereby terminated as of the date hereof and is void and of no further force or effect without any liability on the part of Duncan, Platinum or its past, present and future officers, stockholders, directors, employees, representatives, attorneys, agents, successors, divisions, companies, subsidiaries, parents and affiliates (and past, present and future agents, directors, officers, stockholders, employees, representatives and attorneys of such divisions, companies, subsidiaries and affiliates)

 

2.    Representation and Warranties

 

Each parties represents and warrants that it is duly authorized to execute and deliver this Agreement and that this Agreement is a valid binding obligation of such party enforceable in accordance with its terms.

 

2.    Release

 

Duncan, on behalf of himself, his agents, representatives, attorneys, assigns, heirs, executors, and administrators, hereby unconditionally and irrevocably remises, releases and forever discharges Platinum, Tandem, TEC and Shamrock Energy Corporation and their respective past, present and future officers, stockholders, directors, employees, representatives, attorneys, agents, successors, divisions, companies, subsidiaries, parents and affiliates (and past, present and future agents, directors, officers, stockholders, employees, representatives and attorneys of such divisions, companies, subsidiaries and affiliates), or any of them (collectively, the “Releasees”), of and from any and all suits, claims, demands, interest, costs, attorneys’ fees, expenses, actions and causes of action, rights, liabilities, obligations, promises, contracts, controversies, losses and debts of any nature whatsoever that Duncan, or his heirs, successors, legal representatives or assigns, now has, owns or holds, or at any time heretofore ever had, owned or held, or could have owned or held, whether known or unknown, suspected or unsuspected. This release specifically includes any and all contracts and agreements, including the Letter Agreement, by and between any of the Releasees and Duncan and/or any of his affiliates, all of which are hereby released, waived, terminated and discharged and any such contracts or agreements shall be null and void and of no further effect as between the parties thereto, except for the Finders Agreement and the Consulting Agreement, dated even date herewith. Duncan further covenants and agrees that he shall forever forbear from pursuing and does hereby waive and withdraw any legal proceedings, administrative or judicial, against the Releasees asserting any claim of any arising out of or that may have existed at any time on or prior to the date of this Agreement. Duncan represents that he has not assigned any asserted or unasserted claims to any person or entity and acknowledges that Platinum enters into this Agreement in reliance on that representation. Nothing herein shall preclude Duncan from enforcing the terms of this Agreement.

 

 

3.    Miscellaneous

 

(a)    Successors and Assigns; Entire Agreement; No Assignment; Severability. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors or heirs, distributes and personal representatives. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes other prior and contemporaneous arrangements or understandings, whether written or oral, with respect thereto. This Agreement may not be assigned without the prior written consent of the other party. If any portion of this Agreement is deemed unenforceable, such provision shall be enforced to the fullest extent permitted by law and the remainder of this Agreement shall remain in full force and effect.

 

(b)    Notices. All notices, consents and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand or (b) five (5) business days after being mailed, prepaid postage, certified mail, return receipt requested as follows: If to the Company: Platinum Energy Resources, Inc., 25 Phillips Parkway, Montvale, New Jersey 07645 Attention: Barry Kostiner, President, facsimile ###-###-####. If to Duncan: Keith C. Thompson Esq., Law Offices of Keith C. Thompson P.C., 4216 102^nd Street, Lubbock, Texas 79423, facsimile ###-###-####.

 

(c)    Changes; No Waiver. The terms and provisions of this Agreement may not be modified or amended, or any of the provisions hereof waived, temporarily or permanently, without the prior written consent of each of the parties hereto. A waiver or failure to enforce the terms of this Agreement or any similar agreement by a party in one instance shall not constitute a waiver of its rights hereunder with respect to other violations of this or any other agreement. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which when taken together shall constitute one and the same agreement.

 

(d)    Governing Law. This Agreement and (unless otherwise provided) all amendments hereof and waivers and consents hereunder shall be governed by the internal law of the State of New York, without regard to the conflicts of law principles thereof.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	PLATINUM ENERGY RESOURCES, INC.
	By:	/s/ Barry Kostiner
		Name:     Barry Kostiner
		Title:       Chief Executive Officer
		/s/ Lance Duncan
		LANCE DUNCAN