ENERJEX RESOURCES, INC.

CORPORATE GOVERNANCE GUIDELINES

EFFECTIVE JUNE 6, 2007

The Board of Directors of EnerJex Resources, Inc. ("EnerJex") has adopted the following guidelines to promote the effective governance of EnerJex. The Board will also review and amend these guidelines as it deems necessary or appropriate. On behalf of EnerJex's stockholders, the Board is responsible for overseeing the management of the business and affairs of EnerJex. The Board acts as the ultimate decision-making body of EnerJex, except on those matters reserved to or shared with the stockholders of EnerJex under the laws of Nevada.

1. Director Qualifications

In choosing directors, EnerJex seeks individuals who have very high integrity, business savvy, stockholder orientation and a genuine interest in EnerJex. EnerJex is required to elect a majority of directors who are independent. All references to "independent directors" in these guidelines are to directors who are independent according to the criteria for independence established by the American Stock Exchange Listed Company Manual. The Board does not have limits on the number of terms a director may serve. The Board does not have any retirement or tenure policies that would limit the ability of a director to be nominated for reelection. The Governance, Compensation and Nominating Committee is responsible for nominating directors for election or reelection.

2. Board Size and Committees

The Board presently has 4 members (1 management director and 3 independent directors). Under the Bylaws of EnerJex, the Board has the authority to change its size, and the Board will periodically review its size as appropriate. The Board has two committees: (i) Audit; and (ii) Governance, Compensation and Nominating. Both of the Audit and Governance, Compensation and Nominating Committees each consist solely of independent directors. The Board may, from time to time, establish and maintain additional or different committees, as it deems necessary or appropriate.

3. Voting for Directors

Any nominee for director in an uncontested election (i. e., an election where the number of nominees is not greater than the number of directors to be elected) who receives a greater number of votes "withheld" from his or her election than votes "for" such election shall, promptly following certification of the stockholder vote, offer his or her resignation to the Board for consideration in accordance with the following procedures. All of these procedures shall be completed within 90 days following certification of the stockholder vote.

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