September 26, 2012

September 26, 2012

1975 Babcock, LLC

1975 Xxxxxxx Road, LLC

0000 Xxxxxxxx, Xxxxx 000

San Antonio, Texas 78209

Attention: Xxxx Xxxxxxx

Re: Eos Petro, Inc.

Dear Xx. Xxxxxxx:

Reference is made to the agreements listed in Exhibit A. Capitalized terms have the meanings set forth in Exhibit A. The Xxxxxxx 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 Xxxxxxx 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. Xxxxxxx Lender and Eos will sign the Joinder Agreement attached as Exhibit B; and

5. If Eos repays Xxxxxxx 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,

XXXXXXX XXXXXXXX, signing in his individual capacity and as the Chairman of the Board of Directors of Xxx Xxxxx, Inc., a Delaware corporation

/s/ Xxxxxxx Xxxxxxxx

ACKNOWLEDGED AND AGREED TO BY:

1975 XXXXXXX, LLC,			1975 XXXXXXX ROAD, LLC,
a Texas limited liability company			a Texas limited liability company
By:	/s/ Xxxx Xxxxxxx		By:	/s/ Xxxx Xxxxxxx
Name:	Xxxx Xxxxxxx		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 Xxxxxxx, LLC (“Xxxxxxx Lender”), 1975 Xxxxxxx Road, LLC (“Xxxxxxx Landlord”) and Xxxxxxx Xxxxxxxx.

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

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

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

3. Consent, Subordination and Intercreditor Agreement (the “Subordination Agreement”) between Xxx, Xxxxxxx Xxxxxx (“Xxxxxx”) and Xxxxxxx Xxxxxx;

4. Personal Guaranty Agreement between Xxxxxxx Xxxxxxxx, Eos and Xxxxxxx Xxxxxx;

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

6. Xxxxx Xxxxxxxx (the “Lease Guaranty”) between Xxxxxxx Xxxxxxxx and Xxxxxxx Landlord.

2. “Parties” shall mean the following parties:

1. Eos;

2. Xxxxxxx Xxxxxxxx;

3. Xxxxxxx Xxxxxx; and

4. Xxxxxxx Landlord.

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

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

Page 3

EXHIBIT B

Page 4

JOINDER AGREEMENT

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

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

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

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

(iv) Xxxxxxx and Xxxxxx 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) Xxxxxxx 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.

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

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