September 26, 2012

September 26, 2012

1975 Babcock, LLC

1975 ▇▇▇▇▇▇▇ Road, LLC

▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

San Antonio, Texas 78209

Attention: ▇▇▇▇ ▇▇▇▇▇▇▇

Re: Eos Petro, Inc.

Dear ▇▇. ▇▇▇▇▇▇▇:

Reference is made to the agreements listed in Exhibit A. Capitalized terms have the meanings set forth in Exhibit A. The ▇▇▇▇▇▇▇ Agreements are hereby amended as follows:

1. The maturity date in the Loan Agreement is October 15, 2012;

2. On the maturity date, in addition to the repayment of principal, Eos shall pay ▇▇▇▇▇▇▇ Lender interest of $5,000 plus a $25,000 lease termination fee;

3. The share and warrant amounts are increased to 20,000 shares of common stock and 20,000 warrants;

4. ▇▇▇▇▇▇▇ Lender and Eos will sign the Joinder Agreement attached as Exhibit B; and

5. If Eos repays ▇▇▇▇▇▇▇ Lender in full by the maturity date, including the payment of interest and lease termination fee as set forth above, the Lease Agreement and Lease Guaranty shall be void ab initio and the Parties shall not have any further obligations or rights thereunder.

Please acknowledge your agreement to, and acceptance of, the foregoing amendments by signing this Letter Agreement below. Please return a signed copy to the undersigned, it being agreed that this Letter Agreement may be executed in counterparts and signatures received by electronic transmission shall have the same effect as original signatures.

Sincerely,

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, signing in his individual capacity and as the Chairman of the Board of Directors of ▇▇▇ ▇▇▇▇▇, Inc., a Delaware corporation

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

ACKNOWLEDGED AND AGREED TO BY:

1975 ▇▇▇▇▇▇▇, LLC,			1975 ▇▇▇▇▇▇▇ ROAD, LLC,
a Texas limited liability company			a Texas limited liability company
By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇		By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name:	▇▇▇▇ ▇▇▇▇▇▇▇		Name:
Title:			Title:

Page 1

EXHIBIT A

Page 2

DEFINITIONS

The following definitions apply to the capitalized terms set forth in the Letter Agreement dated September 26, 2012 (the “Letter Agreement”) between Eos Petro, Inc. (“Eos”), 1975 ▇▇▇▇▇▇▇, LLC (“▇▇▇▇▇▇▇ Lender”), 1975 ▇▇▇▇▇▇▇ Road, LLC (“▇▇▇▇▇▇▇ Landlord”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

1. “▇▇▇▇▇▇▇ Agreements” shall mean the following agreements, all dated August 2, 2012:

1. Loan Agreement and Secured Promissory Note (the “Loan Agreement”) between Eos and ▇▇▇▇▇▇▇ Lender;

2. Leasehold Mortgage, Assignment, Security Agreement and Fixture Filing (the “Security Agreement”) between Eos and ▇▇▇▇▇▇▇ Lender;

3. Consent, Subordination and Intercreditor Agreement (the “Subordination Agreement”) between ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;

4. Personal Guaranty Agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Eos and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;

5. Lease Agreement (the “Lease Agreement”) between Eos and ▇▇▇▇▇▇▇ Landlord; and

6. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Lease Guaranty”) between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Landlord.

2. “Parties” shall mean the following parties:

1. Eos;

2. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;

3. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; and

4. ▇▇▇▇▇▇▇ Landlord.

3. “▇▇▇▇▇▇▇” shall mean ▇▇▇▇▇ ▇▇▇▇▇▇▇, a lender who made a loan to Eos on June 18, 2012.

4. “Joinder Agreement” shall mean the Joinder Agreement between Eos, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ attached as Exhibit B.

Page 3

EXHIBIT B

Page 4

JOINDER AGREEMENT

This Joinder Agreement confirms the understanding of ▇▇▇ ▇▇▇▇▇, Inc. (“Eos”), 1975 ▇▇▇▇▇▇▇, LLC (“▇▇▇▇▇▇▇”), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) as follows:

(i) ▇▇▇▇▇▇▇ is hereby made a party to that certain Consent, Subordination and Intercreditor Agreement, dated August 2, 2012, (the “Subordination Agreement”) between Eos, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇;

(ii) where necessary and applicable, the Subordination Agreement shall be read to include and reference ▇▇▇▇▇▇▇ in the same manner as ▇▇▇▇▇▇, such that ▇▇▇▇▇▇▇ shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Subordination Agreement in the same manner as ▇▇▇▇▇▇;

(iii) ▇▇▇▇▇▇▇ agrees that her existing loan to Eos and her security interest in its assets shall be subordinated to ▇▇▇▇▇▇▇’▇ loan (made pursuant to that certain Loan Agreement and Secured Promissory Note, dated August 2, 2012), and ▇▇▇▇▇▇▇’▇ related security interest in Eos’ assets;

(iv) ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ agree that they will share a subordinated, second priority security interest in Eos’ assets (i.e. they will stand in the same position in terms of priority of their loans and security interests);

(v) ▇▇▇▇▇▇▇ agrees to be fully bound by, and subject to, all of the other covenants, terms and conditions of the Subordination Agreement; and

(vi) this Joinder Agreement may be executed in counterparts and signatures received by electronic transmission shall have the same effect as original signatures.

IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of September 26, 2012.

▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual			▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an individual
1975 ▇▇▇▇▇▇▇, LLC,			EOS PETRO, INC.,
a Texas limited liability company			a Delaware corporation
By:			By:
Name:			Name:
Title:			Title:

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