Platinum Energy Resources (fka PGRI)

[Mr. Zen]

TDYH / PGRI merger amendment announcement

AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER




THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of the 30th day of June, 2006, by and between Platinum Energy Resources, Inc., a Delaware corporation (“Parent”), Tandem Energy Holdings, Inc., a Nevada corporation (“Target”), and PER Acquisition Corp., a Delaware corporation (“Acquisition Sub”).


Background


The parties have entered into that certain Agreement and Plan of Merger, dated January 26, 2006 (the “Agreement”), which provides for the merger of Acquisition Sub with and into Target on the term and conditions set forth in the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Agreement.

The parties desire to amend the provisions of the Agreement on the terms and conditions set forth herein.

Terms and Conditions


In consideration of the mutual benefits to be derived from this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Section 7.01(d) of the Agreement is hereby amended in its entirety to read as follows:


“(d) By either of Parent or Target if the Effective Date has not occurred by August 31, 2006; or”

2. Except as set forth above, the remaining terms and conditions of the Agreement shall not be amended by this Amendment and shall remain in full force and effect, and binding in accordance with their respective terms.


3. This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same instrument.