SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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Title: SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Date: 5/30/2007
Industry: Oil and Gas Operations Sector: Energy

Exhibit 2.1

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This Second Amendment to Agreement and Plan of Merger ("Second

Amendment") is made as of this 29th day of May, 2007, by and among Gasco Energy,

Inc. ("Parent"), a Nevada corporation, and Brek Energy Corporation ("Company"),

a Nevada corporation. Capitalized terms used in this Second 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, as amended by that

certain First Amendment to Agreement and Plan of Merger dated January 31, 2007

(collectively, 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

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