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Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into this 26th day of January, 2006, by and between Platinum Energy Resources, Inc., a Delaware corporation (Parent), Tandem Energy Holdings, Inc., a Nevada corporation (Target), and PER Acquisition Corp., a Delaware corporation (Acquisition Sub).

The respective Boards of Directors of the parties hereto desire that Acquisition Sub, a wholly-owned Subsidiary of Parent, merge with and into Target upon the terms and subject to the conditions hereinafter set forth (such transaction being hereinafter called the Merger).

Terms and Conditions

In consideration of the mutual benefits to be derived from this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.01 Merger. At the Effective Time (as defined below), Acquisition Sub shall be merged with and into Target, which shall be and is hereby sometimes referred to as the Surviving Corporation. The Surviving Corporation shall continue its corporate existence as a Nevada corporation. As a result of the Merger, Acquisition Sub will cease to exist as a corporate body.

1.02 Effective Time and Closing. The Effective Time shall mean the date and time on which the Merger becomes effective under the laws of Nevada and Delaware by reason of the filing and acceptance by the Secretary of State of the States of Delaware and Nevada of necessary documentation in such form as is required by the relevant provisions of the Nevada Revised Statutes (NRS) and the Delaware General Corporation Law (DGCL) and duly executed and acknowledged by the appropriate parties hereto and thereafter delivered to the Secretaries of State of the States of Delaware and Nevada for filing, as soon as practicable on the Closing Date. The closing shall be held at the offices of Snell Wylie & Tibbals, 8150 N. Central, Dallas, Texas, or such other place as the parties may agree upon, immediately prior to the Effective Time (the Closing). The date on which the Closing is held is called the Closing Date.

1.03 Articles of Incorporation of Target. The Articles of Incorporation of Target shall be amended effective at the Effective Time of the Merger, by:

(a) Amending Article 1 thereof to read as follows:

The name of the corporation is Platinum Energy Corporation.

(b) Amending Article 3 thereof to read as follows:

The total number of shares of stock which the corporation is authorized to issue is 1,000 shares of Common Stock, par value One Dollar ($1.00) per share.

In all other respects, the Restated Articles of Incorporation of Target shall remain unchanged.

1.04 Directors and Officers.

(a) From and after the Effective Time, the members of the Board of Directors of the Surviving Corporation shall consist of Mark Nordlicht and Barry Kostiner, each of such persons to serve until his successor is elected and qualified or until his earlier death, resignation or removal. If at or after the Effective Time a vacancy shall exist in the Board of Directors of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by law and by the Bylaws of the Surviving Corporation.

(b) From and after the Effective Time, the officers of the Surviving Corporation shall consist of Mark Nordlicht, President and Chief Executive Officer and Barry Kostiner, Vice President; Treasurer and Secretary, each of such persons to serve until his successor is elected and qualified or until his earlier death, resignation or removal.

Shareholder Approval

2.01 Parent. Parent will use its best efforts to take all steps reasonably necessary to hold a meeting of its shareholders at the earliest practicable date for the purpose of submitting this Agreement to them for approval and requesting authorization of the Merger. In connection with such meeting of shareholders, Parent will solicit proxies from its shareholders and Parent and Target will cooperate with each other (including, without limitation, providing to each other appropriate information) for the purpose of complying with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended (the Exchange Act) in connection with the proxy statement for such meeting. In its proxy statement, Parent shall include a recommendation of its board of directors that its shareholders approve the Merger.

2.02 Target. Target will use its best efforts to take all steps necessary to hold a meeting of its shareholders at the earliest practicable date for the purpose of submitting this Agreement to them for approval and requesting authorization of the Merger; provided, however, Target may, if it so elects and otherwise meets the requirements specified in Chapter 92A of the NRS, take action on this Agreement and the Merger by written consent. If Target elects to take action on this Agreement through a meeting of shareholders, Target will solicit proxies from its shareholders and Parent and Target will cooperate with each other in connection with the proxy statement for such meeting. In its proxy statement, Target shall include a recommendation of its board of directors that its shareholders approve the Merger.

2.03 Acquisition Sub. Parent, as the sole shareholder of Acquisition Sub, shall take or cause to be taken such action as may be required to permit Acquisition Sub to consummate the Merger.

Conversion of Shares

3.01 Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows:

(a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).

(b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor.

(c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share.

(d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.

3.02 Surrender and Payment.

(a) Immediately prior to the Effective Time, Parent shall deliver to a disbursing agent selected by Target after consultation with Parent, all the costs of which will be paid by Parent (the Agent), the sum of One Hundred Two Million and No/100 Dollars ($102,000,000.00) less the amount of the Performance Deposit (as such term is defined in Section 3.06 of this Agreement) for purposes of paying in full the long-term indebtedness of Target and its Subsidiaries and the consideration shareholders of Target are entitled to receive as a result of the Merger.

(b) Except as provided in Section 3.01(d) above, at the Effective Time, each holder of a certificate which immediately prior to the Effective Time of the Merger represented issued and outstanding shares of Target Common Shares, shall be entitled, upon surrender thereof to Agent, to receive payment therefor in cash in the amount set forth in Section 3.01(c). Promptly, but in no event more than ten (10) days after the Effective Time, Parent shall cause to be mailed to each person who was, immediately prior to the Effective Time, a holder of record of issued and outstanding Target Common Shares, a letter of transmittal and instructions for use in effecting the surrender of the certificates therefor and Target shall ensure that a list of holders of Target Common Shares as of the Effective Time shall be delivered to Parent immediately after the Effective Time.

(c) If any payment for Target Common Shares is to be made in a name other than that in which the Certificate (as defined below) therefor is surrendered for exchange as registered, it shall be a condition of such payment that the Certificate so surrendered be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment either pay to the Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Agent that such tax has been paid or is not payable.

(d) After the Effective Time there shall be no transfers on the stock transfer books of Target of Target Common Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers of Target Common Shares by dissenting shareholders pursuant to the applicable provisions of the NRS.

(e) Any cash in the hands of the Agent delivered pursuant to Section 3.02(a) above which remains unclaimed following twelve (12) months after the Effective Time shall be returned to Parent, and thereafter the holders of Target Common Shares shall look solely to Parent and not to the Agent as to any rights afforded to such holders pursuant to this Agreement, subject to applicable state laws.

(f) Agent, on behalf of each of Parent and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Target Common Shares such amounts as may be required to be deducted and withheld with respect to the payment of taxes under the Internal Revenue Code of 1986, as amended (the Code), or any provisions of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holders of Target Common Shares in respect to the consideration due to such holders pursuant to this Agreement.

(g) If any certificate representing Target Common Shares (a Certificate) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, unless otherwise waived by the Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against the Surviving Corporation with respect to such Certificate, Parent will issue in exchange for such lost, stolen or destroyed Certificate the amounts to be paid hereunder.

3.03 Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, except the last sentence of this Section 3.03, Target Common Shares that are issued and outstanding immediately prior to the Effective Time and which are held by shareholders who shall not have voted such shares in favor of the Merger and who shall have timely filed with Target a written objection to the Merger and timely delivered to Target a written demand for the payment of the fair value of such Target Common Shares (Dissenting Shares) in the manner provided in Chapter 92A of the NRS shall not be converted into the right to receive, or be exchangeable for, the applicable consideration to be paid to the holders of such shares pursuant to Section 3.01 above, but the holders thereof shall be entitled to payment of the fair value of such shares as determined in accordance with the provisions of Chapter 92A of the NRS; provided, however, that if (i) any holder of Dissenting Shares shall subsequently deliver a written withdrawal of such demand with the written consent of Target, or (ii) the Merger shall be abandoned, terminated or rescinded, or (iii) the shareholders of Target or Parent shall fail to approve the Merger, or (iv) no demand or petition for the determination of fair value by a court shall have been made or filed within the time provided in Chapter 92A of the NRS, or (v) a court of competent jurisdiction shall determine that such shareholder is not entitled to the relief provided by Chapter 92A of the NRS, then the right of such shareholder to be paid the fair value of his shares shall cease and his status as a shareholder shall be restored retroactively without prejudice to any corporate proceeding which may have been taken by Target during the interim, and, in cases (i), (iv) or (v), such shares shall thereupon be converted into the right to receive, and be exchangeable for, as of the Effective Time, the consideration to be paid to the holders of such shares pursuant to Section 3.01 above. Target agrees that, prior to the Effective Time and without the prior written consent of Parent, it will not make any payment with respect to, or settle or offer to settle, any such objection by a holder of Dissenting Shares.

3.04 Major Shareholder Agreements. Notwithstanding anything in this Agreement to the contrary, each of the Major Shareholders hereby consents to the Merger, agrees to vote his Target Common Shares in favor of the Merger and agrees that he will not attempt to, and does not have the right to, exercise any rights to dissent with respect to the Merger.

3.05 Payment of Long Term Indebtedness. Simultaneously with the consummation of the Merger, Parent shall instruct the Agent to pay in full the indebtedness of Target or its Subsidiaries to Guaranty Bank, Tim G. Culp, P. Dyke Culp and Jack A. Chambers, provided that each holder of such indebtedness provides to Target at the time of such payment a release, in form and substance reasonably satisfactory to Parent, with respect to such indebtedness. The indebtedness of Target as of the date of this Agreement to foregoing persons is set forth in Schedule 3.05 attached hereto. Payment in full of this indebtedness shall constitute a non-waivable condition precedent to consummation of the Merger.

3.06 Performance Deposit. Contemporaneously with the execution of this Agreement, Parent shall deposit with Snell Wylie & Tibbals, as escrow agent (the Escrow Agent) the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) as a deposit (the Performance Deposit) to be applied to the purchase of the Target Common Shares; provided, however, that in the event this Agreement is terminated for any reason other than a material breach of this Agreement by Target, the Escrow Agent shall distribute the Performance Deposit to the Target and Parent shall have no rights whatsoever to claim any portion of the Performance Deposit.

Representations and Warranties

4.01 Representations and Warranties of Target. Target represents and warrants to Parent that the following are true and correct on the date of this Agreement and will be true and correct as of the Effective Time:

(a) Organization and Qualification.

(i) Target is a corporation duly organized, validly existing and, upon the filing of the necessary reinstatement documents with the Secretary of State of Nevada will be, in good standing under the laws of the State of Nevada and has the requisite corporate power to carry on its business as it is now being conducted, and to own, operate or lease the properties and assets it currently owns, operates or holds under lease. Target is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not result in a Material Adverse Effect. The copies of Target's Articles of Incorporation and Bylaws will be delivered to Parent and will be true, complete and correct as of the date hereof. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has the requisite power to carry on its respective business as it is now being conducted, and to own, operate or lease the properties and assets it currently owns, operates or holds under lease. Each Subsidiary is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of their respective properties owned or leased or the nature of their activities makes such qualification necessary, except where the failure to be so qualified would not result in a Material Adverse Effect. The copies of each Subsidiarys formation documents previously delivered to Parent are true, complete and correct as of the date hereof.

(ii) Target owns 100% of the capital stock of Tandem Energy Corporation, a Colorado corporation (TEC), and there are no rights of any third party to purchase or acquire any shares of capital stock of TEC. Target owns 100% of the capital stock of Mixon Drilling, Inc. (Mixon) and there are no rights of any third party to purchase or acquire any shares of capital stock of Mixon. Target owns 33.33% of the limited partnership units in Spring Creek Limited Partnership (SCLP). Target has no other Subsidiaries, and does not own, directly or indirectly, any capital stock or other ownership, participation or equity interest in any corporation, partnership, limited liability company, association, joint venture or other entity, and there are no outstanding contractual obligations or commitments of Target or any Subsidiary to acquire or make any investment in any shares of capital stock or other ownership, participation, or equity interest in any corporation, partnership, limited liability company, association, joint venture, or other entity.

(b) Capitalization. The authorized capital stock of Target consists of 100,000,000 Target Common Shares, 23,799,322 of which are currently issued and outstanding. All of the Target Common Shares have been duly authorized and validly issued and are fully paid and nonassessable. Target does not hold any shares of its own capital. No Target Common Shares are subject to any pledges, security interests, other liens, restrictions on transfer, encumbrances or other rights of any kind or nature (Encumbrances). All outstanding shares of capital stock of the Subsidiaries of Target are fully owned by Target or a wholly-owned Subsidiary of Target, free and clear of any Encumbrances. Except as set forth in this Section 4.01(b), there are no outstanding or authorized subscriptions, options, warrants, calls, rights, commitments, convertible securities, other equity securities of any kind or nature or any other agreements of any kind or nature obligating Target or any shareholder of Target to issue, sell or otherwise transfer any additional Target Common Shares or any other shares of capital stock of Target or any other securities convertible into or evidencing the right to subscribe for any Target Common Shares. All of the outstanding securities of Target were issued in compliance with all applicable federal and state securities and corporate laws, and none of the outstanding securities has been issued in violation of any preemptive rights, rights of first refusal or similar rights. Neither Target nor, to Targets knowledge, any Shareholder is a party to any voting trust agreement or other contract, agreement, arrangement, commitment, plan or understanding restricting or otherwise relating to voting, dividend or other rights with respect to any of the capital stock of Target. No amounts attributed to the earnings or assets of Target have been distributed, or deemed distributed, by Target to any holder of the Target's capital stock. The number of Target Common Shares owned by each of the Major Shareholders is set forth in Schedule 4.01(b) attached hereto.

(c) Authority Relative to this Agreement. Except for the required approval by Targets shareholders to be obtained pursuant to this Agreement prior to the Effective Time, Target has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Target and the consummation by Target of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Target and, except for the required approval of Targets shareholders to be obtained pursuant to this Agreement prior to the Effective Time, no other corporate proceedings on the part of Target are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Target, and, assuming this Agreement constitutes a valid and binding obligation of Parent, this Agreement constitutes a valid and binding agreement of Target, enforceable against Target in accordance with its terms, except as limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights and by general equitable principles.

(d) Absence of Certain Changes. Since the Balance Sheet Date (as hereinafter defined), no event has occurred that has had or could have a Material Adverse Effect. Since the Balance Sheet Date, there has not been, directly or indirectly, (i) any declaration, setting aside or payment of any dividend or other distribution in respect of the Target Common Shares, any return of any capital or other distribution of assets to shareholders, or any redemption or other acquisition by Target of Target Common Shares or other securities or obligations of Target; (ii) any significant change by Target or any Subsidiary in accounting methods, principles or practices except as required by a change in generally accepted accounting principles, (iii) any direct or indirect material purchase or other acquisition of stock of any individual or entity of any kind or nature (collectively, person or Person), or any direct or indirect loan, advance (other than advances to employees for travel or entertainment expenses in the ordinary course of business) or capital contribution to any person, (iv) a grant of any general increase in the compensation of its officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any such officer or employee; and (v) any agreement to take, whether in writing or otherwise, any action which would make or have made any representation or warranty in this Article 4 untrue or incorrect. Since the Balance Sheet Date, Target and its Subsidiaries have conducted their respective businesses only in the ordinary and usual course consistent with past practice. Since the Balance Sheet Date, neither Target nor any of its Subsidiaries have (A) sold, assigned or transferred any of its tangible assets except in the ordinary course of business, or canceled any debt or claim, except for write-offs in the ordinary course of business consistent with past practices, (B) suffered any loss of property or waived any right whether or not in the ordinary course of business, except where such loss or waiver would not have a Material Adverse Effect, (C) (i) granted any severance or termination pay to any of its directors, officers, employees or consultants, (ii) increased any benefits payable under any existing severance or termination pay policies or employment agreements, or (iii) increased the compensation, bonus or other benefits payable to any of its directors, officers, consultants or employees, (D) made any material change in the manner of its business or operations, (E) entered into any transaction except in the ordinary course of business or as otherwise contemplated hereby or (F) entered into any commitment (contingent or otherwise) to do any of the foregoing.

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