0001193125-10-279800 Sample Contracts

Amendment to Underwriting Agreement and Subscription Agreement
Underwriting Agreement and Subscription Agreement • December 14th, 2010 • Pgi Energy Fund I Series-2010,inc • Crude petroleum & natural gas

The undersigned parties desiring to keep in force its original agreements entered into between PGI Energy Fund I Series 2010, Inc and Heffernan Capital Management hereby agree to amend the IPO offering date from November 15, 2010 to deletion of expiration date completely. We further amend our stock subscription agreement to memorialize our firm commitment to acquire 55,700,000 shares at $.25 per share less $.10 per share commission due as underwriting fee. We will transfer funds for the stock subscription closing immediately upon receipt of an OTC listing confirmation.

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PGI ENERGY FUND I SERIES 2010, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • December 14th, 2010 • Pgi Energy Fund I Series-2010,inc • Crude petroleum & natural gas

The undersigned subscriber (the “Subscriber”) and co-subscriber, if any (the “Co-Subscriber”), desire(s) to subscribe for and purchase shares of common stock, $.01 par value per share (“Common Stock”), of PGI ENERGY FUND I SERIES 2010, Inc., a Texas corporation (the “Company”), to be issued by the Company upon the terms set forth in this Subscription Agreement and pursuant to the Company’s prospectus, filed in Registration Statement Form S-1 File No. 333-168524 filed on August 04, 2010, and all amendments and supplements thereto, if any (the “Prospectus”), related to the offer, sale and issuance (the “Offering”) of up to a maximum of 85,000,000 shares of the Company’s Common Stock (the “Shares”) by the Company in a self-underwritten, “best efforts” offering of the Shares pursuant to the Prospectus.

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