AMENDMENT OF 12% CONVERTIBLE DEBENTURE DUE ______________, 201__

Exhibit 10.28

Original Issue Date:

$______________          

AMENDMENT OF 12% CONVERTIBLE DEBENTURE
DUE ______________, 201__

     This letter serves as an “Amendment” to the existing 12% Convertible Debentures dated ________________ issued by NYTEX Energy Holdings, Inc. (the “Company”) to _________________ (the “Holder”) in the principal sum of $______________.

     The Company is hereby granting an extension of the “Maturity Date” of the 12% Convertible Debenture to October 06, 2011. All other existing provisions as more fully described in the attached Exhibit A remain the same and full force and effect.

     IN WITNESS WHEREOF, the Company has caused this Amendment to be duly authorized officer as of February 8, 2011.