Notice of Grant of Restricted Stock Award and Award Agreement

Effective July 10, 2008, you have been granted a Restricted Stock Award of 50,000 shares of Nitro Petroleum Incorporated (the Company) common stock. These Shares are restricted and subject to forfeiture until the vesting date(s) shown below.

The award will vest in increments on the date(s) shown.

You must sign and return the attached Award Agreement within 60 days of receipt. Failure to return the signed Award Agreement in compliance with Section 5 of the Award Agreement will result in forfeiture of this Award and the Shares of Restricted Stock granted hereunder.

RESTRICTED STOCK AWARD AGREEMENT FOR

NITRO PETROLEUM INCORPORATED

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of the 10th day of July, 2008, by and between Nitro Petroleum Incorporated, a Nevada corporation (the “Company”), and Gunther J. Weisbrich (herein referred to as the “Participant”);

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Nitro Petroleum Incorporated 2008 Stock Incentive Plan (the “Plan”); and

WHEREAS, the Company has awarded the Participant 50,000 Shares under the Plan subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants herein contained, the Participant and the Company agree as follows:

1.        The Plan . The Plan, a copy of which is attached hereto as Exhibit A, is incorporated herein by reference and made a part hereof for all purposes, and when taken with this Agreement shall govern the rights of the Participant and the Company with respect to the Award (as defined below). Any capitalized terms used but not defined in this Agreement have the same meanings given to them in the Plan.

2.          Grant of Award . The Company hereby grants to the Participant an award (the “Award”) of 50,000 Shares on the terms and conditions set forth herein and in the Plan.

(a)        Escrow of Shares . A book-entry registration representing the Shares subject to the Award (the “Restricted Stock”) shall be issued in the name of the Participant and shall be escrowed subject to removal of the restrictions placed thereon or forfeiture pursuant to the terms of this Agreement.

(b)        Vesting . The Shares of Restricted Stock will vest based on the Participant’s continuous employment with the Company, a Subsidiary or Affiliated Entity at the vesting dates specified below (the “Vesting Dates”). Once vested pursuant to the terms of this Agreement, the Restricted Stock shall be deemed “Vested Stock.” Participant shall be entitled, subject to the applicable provisions of this Award Agreement having been satisfied to receive on or after the applicable Vesting Date, on a cumulative basis, the number of shares of Common Stock determined by multiplying the aggregate number of shares of Common Stock subject to the Award by the designated percentages set forth as follows:  

(c)        Voting Rights and Dividends . The Participant shall have the voting rights attributable to the Shares of Restricted Stock issued under this Award. Any dividends declared and paid by the Company with respect to Shares of Restricted Stock (“Accrued Dividends”) shall not be paid to the Participant until such Restricted Stock becomes Vested Stock. Such Accrued Dividends shall be held by the Company as a general obligation and paid to the Participant at the time the underlying Restricted Stock becomes Vested Stock.

(d)        Vested Stock - Removal of Restrictions . Upon Restricted Stock becoming Vested Stock, all restrictions shall be removed from the book-entry registration representing such Stock and the Secretary of the Company shall deliver to the Participant certificates or a direct registration statement for the book-entry regist