RECITALS:

                                                                     EXHIBIT 2.1


                FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER


         This  First   Amendment  to  Agreement  and  Plan  of  Merger   ("First
Amendment")  is made as of this 31st day of  January,  2007,  by and among Gasco
Energy,  Inc.  ("Parent"),  a Nevada  corporation,  and Brek Energy  Corporation
("Company"),  a  Nevada  corporation.  Capitalized  terms  used  in  this  First
Amendment that are not otherwise defined herein shall have the meanings ascribed
to them in the Merger Agreement (as defined below).

                                    RECITALS:

         WHEREAS,  Parent,  the Company and Gasco  Acquisition,  Inc.,  a Nevada
corporation and a wholly owned subsidiary of Parent,  have executed that certain
Agreement  and Plan of  Merger  dated as of  September  20,  2006  (the  "Merger
Agreement"); and

         WHEREAS, pursuant to Section 12.10 of the Merger Agreement, the parties
hereto desire to amend the Merger Agreement.

         NOW THEREFORE, the parties hereto, in consideration of the premises and
of the  mutual  covenants  herein  contained,  and for other  good and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
agree as follows:

         1.  Section  10.1(e)  is hereby  amended  and  restated  to read in its
entirety as follows:

                  "(e)  by  Parent  or  Company,  if the  Merger  has  not  been
                  consummated   on  or  before  May  31,  2007  (the   "Optional
                  Termination  Date");  provided,  however,  that  the  right to
                  terminate  this  Agreement  pursuant to this  Section  10.1(e)
                  shall not be  available  to any party  whose  failure or whose
                  Affiliates'  failure to perform in all  material  respect  any
                  covenant, obligation or agreement hereunder has been the cause
                  of, or  resulted  in, the failure of the Merger to occur on or
                  before such date;"

         2.  Except as  expressly  amended by this First  Amendment,  all of the
other terms and provisions of the Merger  Agreement shall continue in full force
and effect.

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                  IN WITNESS WHEREOF, the parties hereto have duly executed this
First  Amendment  to be  signed  by  their  respective  officers  hereunto  duly
authorized, all as of the date first written above.

                                 GASCO ENERGY, INC.


                                 By:  /s/ Xxxx X. Xxxxxxxx
                                 Name:    Xxxx X. Xxxxxxxx
                                 Title:   President and Chief Executive



                                 BREK ENERGY CORPORATION


                                 By:  /s/ Xxxxxxx X. Xxxxx
                                 Name:    Xxxxxxx X. Xxxxx
                                 Title:   President, Chief Executive Officer
                                          and Chief Financial Officer



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