FIRST AMENDMENT TO AGREEMENT & PLAN OF MERGER

EXHIBIT 2.1


FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER


This First Amendment to Agreement and Plan of Merger ("First
Amendment") is made as of this 31st day of January, 2007, by and among Gasco
Energy, Inc. ("Parent"), a Nevada corporation, and Brek Energy Corporation
("Company"), a Nevada corporation. Capitalized terms used in this First
Amendment that are not otherwise defined herein shall have the meanings ascribed
to them in the Merger Agreement (as defined below).

RECITALS:

WHEREAS, Parent, the Company and Gasco Acquisition, Inc., a Nevada
corporation and a wholly owned subsidiary of Parent, have executed that certain
Agreement and Plan of Merger dated as of September 20, 2006 (the "Merger
Agreement"); and

WHEREAS, pursuant to Section 12.10 of the Merger Agreement, the parties
hereto desire to amend the Merger Agreement.

NOW THEREFORE, the parties hereto, in consideration of the premises and
of the mutua