October 4, 2012

October 4, 2012

Xxxx Xxxx, Chief Executive Officer

St. Xxxxxx Investments, LLC

000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000

Xxxxxxx, XX 00000

Re:  Purchase Agreement dated August 2, 2012

Dear Xxxx,

It was a pleasure to speak with you yesterday.  After much contemplation, it is with great regret that I must inform you that Xxxxx Energy, Inc., is terminating the abovementioned Purchase Agreement dated as of August 2, 2012, pursuant to Section 11b, effective immediately.  

We are issuing the Commitment Shares to you, pursuant to said Agreement.

We plan to stand by the First Amendment to the Asset Purchase Agreement and will be issuing those shares accordingly as well.

Thank you for your decision to waive Section 5. COVENANTS, Paragraph (j) Investor’s Right of First Refusal.  Enclosed please find the Waiver for you to sign and return.

We thank you for the opportunity that you extended to us.

Very truly yours,

Xxxxx Energy, Inc.

By:

Xxxxxx Xxxxx, Xx., CEO

cc:

Xxxxxx Xxxxxx, Esq.

Xxxxx Xxxxxxx, Esq.

Xxxxxx Xxxxxx, Esq.

Xxxx Xxxxxxxxxxxxxx

0000 Xxxxx Xxxxx Xxxx XXxxxxxxxx, XX 00000

(000) 000-0000   xxxx@XxxxxXxxxxx.xxx   xxx.XxxxxXxxxxx.xxx