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Prospectus ERHC ENERGY INC - 10-7-2010

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Prospectus ERHC ENERGY INC - 10-7-2010 Powered By Docstoc
					PROSPECTUS SUPPLEMENT No. 1                                                                                  Filed pursuant to Rule 424(b)(5)

(To Registration Statement on Form S-3 dated August 31, 2010)                                                    Registration No. 333-168012


                                                               9,090,910 Units

                                                           ERHC Energy Inc.

                                                          Units Consisting of
                                                  One Share of Common Stock and
                                         a Warrant to Purchase 0.75 of a share of Common Stock

         We are offering 9,090,910 units, with each unit consisting of one share of our common stock and a warrant to purchase 0.75 of a
share of our common stock (and the shares of common stock issuable from time to time upon exercise of the offered warrants), to institutional
investors pursuant to this prospectus supplement and the accompanying prospectus. Each unit will be sold at a negotiated price of $ 0.22
. Each warrant has an exercise price of $.028 per share, and is exercisable immediately for a period of five years. The shares of common stock
and the warrants will be issued separately but will be purchased together in this offering.

        The warrants will not be listed on any national securities exchange. Our common stock is listed on the OTC Bulletin Board under the
symbol “ERHE.” On October 4, 2010, the last reported sale price of our common stock on the OTC Bulletin Board was $0.28 per share. As of
October 4, 2010, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $117.4 million based
on 728,300,444 shares of outstanding common stock, of which 419,465,122 shares were held by non-affiliates, and a price of $0.28 per share,
which was the last reported sale price of our common stock as quoted on the OTC Bulletin Board on October 4, 2010.

        This investment involves a high degree of risk. Please see the section entitled “Risk Factors” beginning on page S-3 of this
prospectus supplement and page 5 of the accompanying prospectus.

          Rodman & Renshaw, LLC acted as the placement agent on this transaction. The placement agent has agreed to use its reasonable best
efforts to sell the securities offered by this prospectus supplement. We have agreed to pay the placement agent the placement agent fees set
forth in the table below.

                                                                                                               Per Unit            Total
Public offering price                                                                                        $       0.22      $   2,000,000
Placement agent fees(1)                                                                                      $      0.013      $     120,000
Proceeds, before expenses, to ERHC Energy Inc.(2)                                                            $      0.207      $   1,880,000



(1) In addition, we have agreed to issue the placement agent warrants to purchase up to 454,546 shares of our common stock at an exercise
price of $ 0.275 per share and to reimburse the placement agent for certain of its expenses as described under “Plan of Distribution” in this
prospectus supplement.

(2) The proceeds shown exclude proceeds that we may receive upon exercise of the warrants.

        Delivery of the units is expected to be made on or about October 12 , 2010, against payment for such units to be received by us on the
same date.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement and the accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.

                                                         Rodman & Renshaw, LLC

                                          The date of this prospectus supplement is October 7 , 2010


                                                                      S-i
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                                                          TA BLE OF CONTENTS

                                                                                                                                       Page

PROSPECTUS SUPPLEMENT

About This Prospectus Supplement                                                                                                            S-iii
Where You Can Find More Information                                                                                                         S-iii
Forward-Looking Statements                                                                                                                  S-iv
Prospectus Supplement Summary                                                                                                                S-1
Risk Factors                                                                                                                                 S-3
Use of Proceeds                                                                                                                              S-6
Dilution                                                                                                                                     S-6
Description of Securities We Are Offering                                                                                                    S-7
Plan of Distribution                                                                                                                        S-10
Legal Matters                                                                                                                               S-12
Experts                                                                                                                                     S-12


PROSPECTUS

About This Prospectus                                                                                                                           ii
Where You Can Find More Information                                                                                                             ii
Forward-Looking Statements                                                                                                                     iii
About ERHC Energy Inc.                                                                                                                          1
Risk Factors                                                                                                                                    5
Use Of Proceeds                                                                                                                                11
Description Of Securities                                                                                                                      12
Description Of Capital Stock                                                                                                                   12
Description Of Warrants                                                                                                                        15
Description Of Units                                                                                                                           17
Legal Ownership Of Securities                                                                                                                  18
Plan Of Distribution                                                                                                                           21
Legal Matters – Validity Of Securities                                                                                                         23
Experts                                                                                                                                        23

        You should rely only on information contained in this prospectus supplement, the accompanying prospectus and the
documents we incorporate by reference in this prospectus supplement and the accompanying prospectus. We have not authorized any
other person to provide you with different information. You should not assume that the information in this prospectus supplement or
the accompanying prospectus is accurate as of any date other than the date on the front of this prospectus supplement or the
accompanying prospectus or that any document that we incorporated by reference in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than its filing date.

         You should not consider this prospectus supplement or the accompanying prospectus to be an offer or solicitation relating to
the securities in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized. Furthermore, you
should not consider this prospectus supplement or the accompanying prospectus to be an offer or solicitation relating to the securities
if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation.

          Unless the context indicates otherwise, references in this prospectus to “ERHC Energy,” “we,” “us,” “our,” and “the
Company” refer to ERHC Energy, Inc. and its consolidated subsidiaries. When we refer to "you" in this section, we mean all purchasers
of the securities being offered by this prospectus, whether they are the record holders or only indirect owners of those securities.


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                                               AB OUT THIS PROSPECTUS SUPPLEMENT

         We are providing this information to you about this offering in two parts. The first part is this prospectus supplement, which provides
the specific details regarding the offering. The second part is the base prospectus dated October 6 , 2010 included in the registration statement
on Form S-3 (No. 333- 168012 ) which we are supplementing with the information contained in this supplement. Generally, when we refer to
this “prospectus,” we are referring to both documents combined. Some of the information in the base prospectus may not apply to this offering.

          You should also read and consider the information in the documents that we have referred you elsewhere in this prospectus
supplement under “Where You Can Find More Information” and the information described below under “Incorporation of Certain Documents
by Reference” before investing in our securities. The information incorporated by reference is considered to be part of this prospectus
supplement, and information that we file later with the Securities and Exchange Commission, or SEC, will automatically update and supersede
this information.

         This prospectus supplement contains summaries of certain provisions contained in some of the documents described herein, but
reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual
documents. Copies of some of the documents referred to herein have been filed or will be filed as exhibits to the registration statement of which
this prospectus supplement is a part (or will be incorporated by reference from a current report on Form 8-K that we file with the SEC), and
you may obtain copies of those documents as described below under “Where You Can Find More Information.”

       If information in this prospectus supplement is inconsistent with the base prospectus, you should rely on this prospectus supplement.
We have not authorized anyone to provide information different from that contained or incorporated in this prospectus supplement and the
accompanying prospectus.

         We are offering to sell units only in jurisdictions where offers and sales are permitted. The information contained or incorporated in
this prospectus supplement and the accompanying prospectus is accurate only as of the date of such information, regardless of the time of
delivery of this prospectus supplement and the accompanying prospectus or of any sale of our units.

                                            WH ERE YOU CAN FIND MORE INFORMATION

          We “incorporate by reference” information into this prospectus supplement, which means that we disclose important information to
you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this
prospectus supplement and the accompanying prospectus, except for any information superseded by information contained expressly in this
prospectus supplement, and the information we file later with the SEC will automatically supersede this information. You should not assume
that the information in this prospectus supplement is current as of any date other than the date on the front page of this prospectus supplement.

          Any information that we file under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, and that is deemed
“filed” (excluding items such as Items 2.02 and 7.01 of Form 8-K and related exhibits, which are “furnished” to the SEC) with the SEC will
automatically update and supersede this information. We incorporate by reference the documents listed below:

                   our Annual Report on Forms 10-K and 10-K/A for the year ended September 30, 2009, filed with the SEC on December 14,
                    2009 and January 28, 2010, respectively;

                   our Quarterly Reports on Form 10-Q for the three months ended December 31, 2009, March 31, 2010 and June 30, 2010,
                    filed with the SEC on February 9, 2010, May 10, 2010 and August 9, 2010, respectively;

                   our Current Reports on Forms 8-K (excluding Items 2.02 and 7.01 and related exhibits) filed with the SEC on each of
                    January 11, 2010, January 13, 2010, January 22, 2010, February 17, 2010, May 4, 2010, May 26, 2010 and October 7 , 2010;
                    and

                   the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on October 5,
                    2010, and any amendments or reports filed for the purpose of updating such description.


                                                                       S-iii
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          We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and
exhibits filed on such form that are related to such items) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, until we file a post-effective amendment which indicates the termination of the offering of the securities made by this prospectus
supplement. Information in such future filings updates and supplements the information provided in this prospectus supplement and the
accompanying prospectus.

         Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that
information in this prospectus supplement and the accompanying prospectus or in a later filed document that is incorporated or deemed to be
incorporated herein by reference modifies or replaces such information.

        You may request a copy of any document incorporated by reference in this prospectus supplement and any exhibit specifically
incorporated by reference in those documents, at no cost, by writing or telephoning us at the following address or phone number:

                                                               ERHC Energy Inc.
                                                         5444 Westheimer Road, Suite 1440
                                                              Houston, Texas 77056
                                                              Attn: Sylvan Odobulu
                                                                 (713) 626-4700

         Additionally, you may read and copy any documents filed by us at the SEC’s public reference room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings with the SEC are also
available to the public from commercial document retrieval services and at the SEC’s web site at http://www.sec.gov .

         We also make available free of charge on our internet website at http://www.erhc.com our annual reports on Form 10-K and our
quarterly reports on Form 10-Q, and any amendments to those reports, as soon as reasonably practicable after we electronically file such
material with the SEC. Information contained on our website is not incorporated by reference into this prospectus supplement and the
accompanying prospectus and you should not consider information contained on our website as part of this prospectus supplement.

                                                    FO RWARD-LOOKING STATEMENTS

          This prospectus supplement and the accompanying prospectus, including the documents that we incorporate by reference, contain
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements
of historical facts, included in this prospectus supplement that address activities, events or developments that we expect, believe or anticipate
will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by us based on our
experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate
under the circumstances. Such statements are subject to a number of assumptions, interpretations, risks and uncertainties, many of which are
beyond our control, which may cause our actual results to differ materially from those implied or expressed by the forward-looking statements.
For a complete description of these risks, see our risk factors set forth in this prospectus supplement and the accompanying prospectus and in
our annual report on Form 10-K for the year ended September 30, 2009 and in our annual reports on Form 10-K filed after the date of this
prospectus supplement, which are incorporated into this prospectus supplement. These factors include but are not limited to:

                   business strategies and growth opportunities available to the Company;

                   future development of concessions, exploitation of assets and other business operations;

                   future uses of and requirements for financial resources;

                   future liquidity and sufficiency of capital resources;

                   future market conditions and the effect of such conditions on our future activities or results of operations;

                   interest rate and foreign exchange risk;


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                   termination, renegotiation or modification of existing contractual relationships, including participation agreements and other
                    arrangements governing the Company’s interest in, and the operation and production of, any potential oil and natural gas
                    reserves;

                   future contractual obligations;

                   outcomes of legal proceedings including, without limitation, the ongoing investigations of the Company and its operations;

                   changes in foreign and domestic oil and gas exploration, development and production activity, as well as advances in
                    exploration and development technology;

                   competition in the oil and gas industry;

                   policies and regulatory initiatives of the various governments regarding exploration and development of oil and gas reserves,
                    as well as compliance with such regulatory regimes;

                   the political environment of oil-producing regions, including changes and instability in political, social and economic
                    conditions in the Democratic Republic of Săo Tom й & Principe and the Fed eral Republic of Nigeria;

                   risks of international operations, compliance with foreign laws and taxation policies and expropriation or nationalization of
                    equipment and assets;

                   foreign exchange and currency fluctuations and regulations, and the inability to repatriate income or capital;

                   risks of war, insurgencies, piracy ,military operations, other armed hostilities, terrorist acts and embargoes; and

                   oil and natural gas price fluctuations and related market expectations.


                                                                         S-v
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                                                PR OSPECTUS SUPPLEMENT SUMMARY

         This summary highlights selected information about us, this offering and information appearing elsewhere in this prospectus
supplement, in the accompanying prospectus and in the documents we incorporate by reference. This summary is not complete and does not
contain all of the information that you should consider before investing in our securities. To fully understand this offering and its consequences
to you, you should read this entire prospectus supplement and the accompanying prospectus carefully, including the information referred to
under the heading “Risk Factors” in this prospectus supplement beginning on page S-3, and the financial statements and other information
incorporated by reference in this prospectus supplement and the accompanying prospectus when making an investment decision.

                                                           About ERHC Energy Inc.

Our Business

         We are an development-stage E&P company engaged in the exploration and production of crude oil and natural gas properties, with a
current focus on properties located in the Gulf of Guinea, offshore of central West Africa.

          At present, substantially all of our properties consist of interests in exploration acreage in (i) the Joint Development Zone (“JDZ”)
between the Democratic Republic of Săo Tomé & Principe and the F ederal Republic of Nigeria and (ii) an exclusive economic zone in the
territorial waters of Săo Tomé (the “EEZ”). Our interests entitle us to a percentage of any hydrocarbon production realized from, the acreage,
or “Blocks,” within the JDZ and EEZ awarded or to be awarded to us by the governmental development authorities administering such
zones. In return for such entitlements, we are obligated by our agreements with the administrative authorities to pay a percentage
(corresponding to our participation interest) of the costs of drilling, production and operating these Blocks.

          Our current business strategy does not provide that we directly carry out the exploration and production operations in our
Blocks. Rather, we partner with oil and natural gas operators that we believe are established, well-capitalized and technically reputable to
directly carry out and fund our exploration, drilling and production operations in the Blocks. In return for such operators performing such
services and carrying our operating costs, they receive an allocation of the production revenues attributable to our retained interests in the
Block until the carried costs are recovered. As additional consideration for the assignment of a portion of our rights in such Block, such
operators also make an upfront cash payment to us.

          We have successfully entered into partnership relationships with upstream oil and gas companies with respect to the exploitation of
three of the six Blocks in the JDZ awarded to us in 2003, resulting in cash proceeds to us to date of $45.9 million. We intend to implement a
similar strategy for our remaining three Blocks of the JDZ and with respect to any of the four Blocks of the EEZ to which we have rights, as
well as any rights that may be acquired by us in the JDZ or EEZ in the foreseeable future. The timing or likelihood of entering into any such
further transactions, if at all, cannot be predicted at present.

Company Information

         Our Company was initially formed as a corporation organized under the laws of the state of Colorado on May 9, 1986 under the name
of Valley View Venture, Inc. By a series of subsequent amendments to, and reinstatement of, our articles of incorporation, we increased our
authorized capital stock to its current amount and, on February 5, 2005, and adopted our present name of ERHC Energy Inc.

          Our principal executive offices are located at 5444 Westheimer Road, Suite 1440, Houston, Texas 77056. Our telephone number is
(713) 626-4700 and our Internet web site address is www.erhc.com. Except for the documents specifically incorporated by reference into this
prospectus supplement and the accompanying prospectus, information contained on our website or that can be accessed through our website
does not constitute a part of this prospectus supplement and the accompanying prospectus. We have included our website address only as an
inactive textual reference and do not intend it to be an active link to our website.

Recent Developments

         On August 2, 2010, we issued to Feltang International Inc. (“Feltang”) 5,250,000 shares of our common stock and a warrant
exercisable over four years to purchase up to 6,500,000 shares of our common stock at an exercise price of $0.355 per share. Such shares and
warrant were issued pursuant to that certain finders fee agreement with Feltang entered into by us on January 23, 2006.


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                                                                  The Offering

Units offered by us                                                          9,090,910 Units, each Unit consisting of (i) one share of our common
                                                                             stock and (ii) a five-year warrant to purchase 0.75 of a share of our
                                                                             common stock, each as more particularly set forth below.

Common stock offered by us                                                   9,090,910 shares

Common stock to be outstanding after this offering                           737,391,354 shares

Warrants offered by us                                                       Warrants to purchase up to 6,818,183 shares of our common stock
                                                                             (excluding warrants to purchase up to 454,546 shares of our common
                                                                             stock to be issued to our placement agent upon the completion of this
                                                                             offering). Each warrant has an exercise price of $0.28 per share and is
                                                                             exercisable immediately for a period of five years. This prospectus
                                                                             supplement also relates to the offering of the shares of common stock
                                                                             issuable upon exercise of the warrants. There is currently no market
                                                                             for the warrants and none is expected to develop after this offering.

Use of proceeds                                                              We intend to use the net proceeds from the sale of the securities under
                                                                             this prospectus supplement for general corporate purposes, including,
                                                                             without limitation, exploration and development activities, regulatory
                                                                             affairs expenses, capital expenditures, potential acquisitions and
                                                                             working capital. Please see the section entitled “Use of Proceeds” on
                                                                             page S-6 of this prospectus supplement.

OTC Bulletin Board symbol                                                    EHRE

Risk factors                                                                 This investment involves a high degree of risk. Please see the section
                                                                             entitled “Risk Factors” beginning on page S-3 of this prospectus
                                                                             supplement.

         The number of shares of our common stock to be outstanding immediately after this offering is based on 728,300,444 shares of our
common stock outstanding as of October 4 , 2010. Unless we specifically state otherwise, the share information in this prospectus supplement
does not include:

               6,818,183 shares of our common stock issuable upon the exercise of warrants to be issued to purchasers in this offering and an
                additional 454,546 shares of our common stock issuable upon the exercise of warrants to be issued to the placement agent in
                this offering;

               6,500,000 shares of our common stock issuable upon the exercise of warrants outstanding at an exercise price of $0.355 per
                share; and

               12,423,244 shares of our common stock available for future issuance under our 2004 Compensatory Stock Option Plan (the
                “2004 Plan”).


                                                                       S-2
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                                                                RI SK FACTORS

          An investment in our securities involves a high degree of risk. Our business, financial condition, operating results and prospects can
be impacted by a number of factors, any one of which could cause our actual results to differ materially from recent results or from our
anticipated future results. As a result, the trading price of our common stock and the value of the warrants offered hereby could decline, and
you could lose part or all of your investment. You should carefully consider the risks described below with all of the other information included
in this prospectus supplement and the accompanying prospectus, our annual report on Form 10-K for the fiscal year ended September 30,
2009, our subsequent quarterly reports on Form 10-Q and our other filings with the SEC. Failure to satisfactorily achieve any of our
objectives or avoid any of the risks below would likely have a material adverse effect on our business, operating results and financial condition
and could cause the trading price of our common stock to decrease.

Risks Related to this Offering

         Since we have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways in which you
disagree.

          We intend to use the net proceeds from the sale of the securities under this prospectus supplement for general corporate purposes,
including, without limitation, exploration and development activities, regulatory affairs expenses, capital expenditures, potential
acquisitions and working capital. Because we have not allocated specific amounts of the net proceeds from this offering for any specific
purposes, our management will have significant flexibility in applying the net proceeds of this offering. Accordingly, you will be relying on the
judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment
decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not
yield a favorable, or any, return for our company. The failure of our management to use such funds effectively could have a material adverse
effect on our business, financial condition, operating results and cash flow.

          Investors in this offering will pay a higher price than the book value of our stock.

          If you purchase securities in this offering, you will incur an immediate and substantial dilution in net tangible book value, after giving
effect to the sale by us of the shares of common stock offered in this offering.

        We do not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in our common
stock must come from increases in the fair market value and trading price of our common stock.

        We do not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in our common
stock must come from increases in the fair market value and trading price of our common stock.

Risks Related to the Warrants

          There is no public market for the warrants to purchase common stock being offered in this offering.

         There is no established public trading market for the warrants being offered in this offering, and we do not expect a market to develop.
In addition, we do not intend to apply for listing of the warrants on any securities exchange. Without an active market, the liquidity of the
warrants will be limited.

      Holders of our warrants will have no rights as a common shareholder until such holders exercise their warrants and acquire our
common stock.

         Until you acquire shares of our common stock upon exercise of your warrants, you will have no rights with respect to the shares of our
common stock underlying such warrants. Upon exercise of your warrants, you will be entitled to exercise the rights of a common shareholder
only as to matters for which the record date occurs after the exercise date.


                                                                         S-3
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Risks Related to Our Common Stock

         There are a substantial number of shares of our common stock eligible for future sale in the public market. The sale of these
shares could cause the market price of our common stock to fall. Any future equity issuances by us may have dilutive and other effects on
our existing shareholders.

         As of October 4 , 2010, there were approximately 728,300,444 shares of our common stock outstanding, and in addition, security
holders held warrants which, if exercised, would obligate us to issue up to approximately 6.5 million additional shares of common stock. A
substantial number of those shares, when we issue them upon exercise or conversion, will be available for immediate resale in the public
market. The market price of our common stock could fall as a result of sales of any of these shares of common stock due to the increased
number of shares available for sale in the market.

          We primarily have financed our operations, and we anticipate that we will have to finance a large portion of our operating cash
requirements, by issuing and selling our common stock or securities convertible into or exercisable for shares of our common stock. We have a
shelf registration statement, which subject to certain limitations, permits us to sell up to $50 million of our securities, some or all of which may
be shares of our common stock or securities convertible into or exercisable for shares of our common stock, and all of which would be
available for resale in the market. Any issuances by us of equity securities may be at or below the prevailing market price of our common stock
and may have a dilutive impact on our existing shareholders. These issuances or other dilutive issuances also would cause our net income, if
any, per share to decrease in future periods. As a result, the market price of our common stock could decrease.

          The price of our common stock has been and likely will continue to be volatile. As a result, we could become subject to class action
litigation, which even if without merit, could be costly to defend and could divert the time and attention of our management, which could
harm our business and financial condition.

          Since January 1, 2009, the closing sale price of our common stock has ranged from a low of $0.195 to a high of $0.75. It is likely that
the price of our common stock will continue to fluctuate in the future. The securities of oil and gas E&P companies, including our company,
from time to time experience significant price fluctuations, often unrelated to the operating performance of these companies. In particular, the
market price of our common stock may fluctuate significantly due to a variety of factors, including:

                   general stock market and general economic conditions in the United States and abroad, not directly related to our Company or
                    our business;

                   future uses of and requirements for financial resources, and our ability to obtain additional financing when needed and on
                    acceptable terms;

                   general and industry-specific economic conditions that may affect our foreign and domestic oil and gas exploration, development
                    and production activities and expenditures;

                   business strategies and growth opportunities available to the Company;

                   termination, renegotiation or modification of existing contractual relationships, including participation agreements and other
                    arrangements governing the Company’s interest in, and the operation and production of, any potential oil and natural gas
                    reserves;

                   outcomes of legal proceedings, including the ongoing investigations of the Company and its operations;

                   competition in the oil and gas industry;

                   policies and regulatory initiatives of the various governments regarding exploration and development of oil and gas reserves, as
                    well as compliance with such regulatory regimes;

                   the political environment, including changes and instability in political, social and economic conditions in the Democratic
                    Republic of Săo Tomé & Principe and the Federal Republic of Nigeria;

                   risks of international operations, compliance with foreign laws and taxation policies, expropriation or nationalization of
                    equipment and assets, and foreign exchange and currency fluctuations and regulations;

                   risks of war, insurgencies, piracy ,military operations, other armed hostilities, terrorist acts and embargoes;
S-4
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                   oil and natural gas price fluctuations and related market expectations.

                   changes in estimates or recommendations by securities analysts, if any, who cover our common stock;

                   period-to-period fluctuations in our financial results, including our cash, cash equivalents and short-term investment balance,
                    operating expenses, cash burn rate or revenues; and

                   other potentially negative financial announcements, including removal of our common stock from the OTC Bulletin Board,
                    changes in accounting treatment or restatement of previously reported financial results, delays in our filings with the SEC or our
                    failure to maintain effective internal control over financial reporting.

          Also, certain dilutive securities such as warrants can be used as hedging tools which may increase volatility in our stock and cause a
price decline. While a decrease in market price could result in direct economic loss for an individual investor, low trading volume could limit
an individual investor’s ability to sell our common stock, which could result in substantial economic loss as well. In addition, due in large part
to the current global economic crisis many institutional investors that historically had invested in specialty pharmaceutical companies have
ceased operations or further investment in these companies, which has had negatively impacted trading volume for our stock. In addition, the
occurrence of any of the risks described in this report or otherwise in reports we file with or submit to the SEC from time to time could have a
material and adverse impact on the market price of our common stock.


          Securities class action litigation is sometimes brought against a company following periods of volatility in the market price of its
securities or for other reasons. We may become the target of similar litigation. Securities litigation, whether with or without merit, could result
in substantial costs and divert management’s attention and resources, which could harm our business and financial condition, as well as the
market price of our common stock.

          Our common stock may be considered “penny stock” and may be difficult to sell.

          The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than
$5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is
currently less than $5.00 per share and therefore is designated as a “penny stock” according to SEC rules. This designation requires any broker
or dealer selling these securities to disclose some information concerning the transaction, obtain a written agreement from the purchaser and
determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell the
common stock and may affect the ability of investors to sell their shares. These regulations may likely have the effect of limiting the trading
activity of our common stock and reducing the liquidity of an investment in our common stock. In addition, since the common stock is
currently traded on the OTC Bulletin Board, investors may find it difficult to obtain accurate quotations of the common stock and may
experience a lack of buyers to purchase our stock or a lack of market makers to support the stock price.

        Shares of our common stock represent equity interests in our Company and are subordinate to all of our existing and future
indebtedness.

         Shares of our common stock represent equity interests in our Company and, as such, rank junior to any indebtedness of our Company
now existing or created in the future, as well as to the rights of any preferred shares that may be issued in the future. There is no limitation on
the amount of indebtedness we may incur in the future. Accordingly, we may incur substantial amounts of debt and other obligations that will
rank senior to our common stock or to which our common stock will be structurally subordinated.

         Provisions in our charter documents and Colorado law could discourage or prevent a takeover, even if an acquisition would be
beneficial to our shareholders.

          Provisions of our articles of incorporation and bylaws, as well as provisions of Colorado law, could make it more difficult for a third
party to acquire us, even if doing so would be beneficial to our shareholders. These provisions include:

               authorizing the issuance of “blank check” preferred shares that could be issued by our board of directors to increase the number
                of outstanding shares and thwart a takeover attempt;

               prohibiting cumulative voting in the election of directors, which would otherwise allow less than a majority of our shareholders
                to elect director candidates; and

               advance notice provisions in connection with shareholder proposals that may prevent or hinder any attempt by our shareholders
                to bring business to be considered by shareholders at a meeting or replace our board.
S-5
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                                                             US E OF PROCEEDS

          We expect the net proceeds from this offering to be up to approximately $1.88 million after deducting the placement agent fees
(excluding the cost of the warrants issued to the placement agent), as described in “Plan of Distribution,” and other estimated offering expenses
payable by us, which include legal, accounting, filing fee and various other fees and expenses associated with registering the securities and
listing the common stock, and excluding the proceeds, if any, from the exercise of the warrants issued in this offering. We intend to use the net
proceeds from the sale of the securities under this prospectus supplement for general corporate purposes, including, without limitation,
exploration and development activities, regulatory affairs expenses, capital expenditures, potential acquisitions and working capital.

          As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses of the proceeds from this
offering. Accordingly, we will retain broad discretion over the use of such proceeds. The amounts and timing of our actual expenditures will
depend on numerous factors, including the progress in, and costs of, our exploratory and development activities, and the amount of cash used
by our operations. Pending the uses described above, we intend to deposit the proceeds temporarily in our non-interest bearing checking
account or to invest them temporarily in interest-bearing, investment-grade securities.

                                                                   DI LUTION

           Our net tangible book value on June 30, 2010 was approximately $20.16 million, or approximately $0.028 per share of common
stock. Net tangible book value per share is determined by dividing our net tangible book value, which consists of tangible assets less total
liabilities, by the number of shares of common stock outstanding on that date. Without taking into account any other changes in our net
tangible book value after June 30, 2010, other than to give effect to our receipt of the estimated net proceeds from the sale of 9,090,910 units
at an offering price of $ 0.22 per unit, less the placement agent fees and our estimated offering expenses, and excluding any additional proceeds
to us upon the exercise of warrants issued in connection with such units, our net tangible book value as of June 30, 2010, after giving effect to
the items above, would have been approximately $ 22.04 million, or $0.03 per share. This represents an immediate increase in net tangible
book value of $0.002 per share of common stock to our existing shareholders and an immediate dilution in net tangible book value of $ 0.218
per share of common stock to purchasers of units in this offering. The following table illustrates this per share dilution:

Public offering price per unit                                                                                                   $         0.22
  Net tangible book value per share as of June 30, 2010                                                       $        0.028
  Increase in net tangible book value per share attributable to this offering                                           0.03
Pro forma net tangible book value per share as of June 30, 2010, after giving effect to this offering                                    0.002
Dilution in net tangible book value per share to new investors in this offering                                                  $       0.218


          The above table is based on 723,050,444 shares of our common stock outstanding as of June 30, 2010 and excludes, as of June 30,
2010:

               6,818,183 shares of our common stock issuable upon the exercise of warrants to be issued to purchasers in this offering and an
                additional 454,546 shares of our common stock issuable upon the exercise of warrants to be issued to the placement agent in
                this offering;

               5,250,000 shares of our common stock and an additional 6500,000 shares of our common stock underlying outstanding warrants
                (exercisable at an exercise price of $0.355 per share), each issued on August 2, 2010 (see "Recent Developments" above); and

               12,423,244 shares of our common stock available for future issuance under our 2004 Plan.

        To the extent that any of these shares are issued or warrants are exercised, new options or other equity incentive awards are issued
under our 2004 Plan or we otherwise issue additional shares of common stock in the future, there will be further dilution to the new investors.


                                                                        S-6
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                                                DE SCRIPTION OF SECURITIES OFFERED

         In this offering, we are offering a maximum of 9,090,910 units, consisting in the aggregate of 9,090,910 shares of common stock
and warrants to purchase 6,818,183 shares of common stock. Each unit consists of one share of common stock and a warrant to
purchase 0.75 of a share of common stock at an exercise price of $ 0.28 per share. The shares of common stock and the warrants will be
issued separately but will be purchased together in this offering. This prospectus supplement also relates to the offering of shares of our
common stock upon the exercise, if any, of the warrants issued in this offering.

Common Stock

          The following description of our common stock summarizes the material terms and provisions of our common stock offered under this
prospectus supplement and does not purport to be complete. For the complete terms of our common stock, please refer to the description of our
common stock contained in our registration statement on Form 8-A filed with the SEC on October 5 , 2010, and any amendments or reports
filed for the purpose of updating such description, and our articles of incorporation and bylaws, all of which are incorporated by reference into
the registration statement which includes this prospectus supplement. Copies of the Form 8-A and our articles of incorporation and bylaws (as
exhibits to our registration statement on Form S-1 filed by us with the SEC on January 8, 1998) are on file with the SEC. See “Where You Can
Find More Information.” The terms of our common stock also may be affected by Colorado law.

          Authorized Shares : We are authorized to issue 950,000,000 shares of common stock, $0.0001 par value per share.

          Rights and Restrictions : Holders of our common stock are entitled to one vote per share on all matters to be voted upon by the
shareholders. Holders of our common stock are not entitled to cumulative voting rights with respect to the election of directors, which means
that the holders of a majority of the shares voted can elect all of the directors then standing for election. Subject to limitations under Colorado
law and preferences that may apply to any outstanding shares of preferred stock, holders of our common stock are entitled to receive ratably
such dividends or other distributions, if any, as may be declared by our board of directors out of funds legally available for them. To date, we
have not paid any dividends on our common stock. We intend to retain earnings, if any, to finance the continued development and expansion
of our business and do not anticipate paying cash dividends in the foreseeable future. Future determinations regarding the payment of
dividends is subject to the discretion of the board of directors and will depend upon a number of factors, including future earnings, capital
requirements, financial condition and the existence or absence of any contractual limitations on the payment of dividends.

          In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all assets
remaining after payment of liabilities, subject to the liquidation preference of any outstanding preferred stock. Our common stock has no
preemptive, conversion or other rights to subscribe for additional securities. There are no redemption or sinking fund provisions applicable to
our common stock. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the
rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

        Outstanding Shares : As of October 4, 2010, we had 728,300,444 shares of common stock outstanding. In addition, we currently
have approximately 12,423,244 shares of common stock reserved for issuance under our 2004 Plan. The 2004 Plan was approved at a special
meeting of our shareholders in February 2005 and, as of June 30, 2010; approximately 7,576,756 shares have been issued under the 2004
Plan. All outstanding shares of our common stock are validly issued, fully paid and non-assessable.

          Quotation : Our common stock is quoted on the automatic quotation system of the OTC Bulletin Board under the symbol “EHRE.”

          Transfer Agent: The transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc. of Denver, Colorado.

Warrants

         The material terms and provisions of the warrants being offered pursuant to this prospectus supplement are summarized below. A
form of the warrants is being filed as an exhibit to our current report on Form 8-K that we will file with the SEC in connection with this
offering and reference is made thereto for a complete description of the warrants.

         Term; Exercise Price and Exercisability . The warrants to be issued in this offering represent the rights to purchase up to 6,818,183
shares of our common stock at an exercise price of $ 0.28 per share. Each warrant will be exercisable for a period of five years commencing
immediately. The number of warrant shares that may be acquired by any holder upon any exercise of the warrant will be limited to the extent
necessary to insure that, following such exercise (or other issuance), the total number of shares of common stock then beneficially owned by
such holder and its affiliates and any other persons whose beneficial ownership of common stock would be aggregated with the holder’s for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, does not exceed 4.99% of the total number of issued and
outstanding shares of common stock (including for such purpose the shares of common stock issuable upon such exercise), or beneficial
ownership limitation. The holder may elect to change this beneficial ownership limitation from 4.99% to 9.99% of the total number of issued
and outstanding shares of common stock (including for such purpose the shares of common stock issuable upon such exercise) upon 61 days’
prior written notice.


                                                                   S-7
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          Manner of Exercise . Holders of the warrants may exercise their warrants to purchase shares of our common stock on or before the
expiration date by delivering (i) notice of exercise, appropriately completed and duly signed, and (ii) if such holder is not utilizing the cashless
exercise provisions with respect to the warrants, payment of the exercise price for the number of shares with respect to which the warrant is
being exercised. Warrants may be exercised in whole or in part, but only for full shares of common stock. We provide certain buy-in rights to a
holder if we fail to deliver the shares of common stock underlying the warrants by the third trading day after the date on which delivery of the
stock certificate is required by the warrant. The buy-in rights apply if after the third trading day on which delivery of the stock certificate is
required by the warrant, the holder purchases (in an open market transaction or otherwise) shares of our common stock to deliver in satisfaction
of a sale by the holder of the warrant shares that the holder anticipated receiving from us upon exercise of the warrant. In this event, we will:

               pay in cash to the holder the amount equal to the excess (if any) of the buy-in price over the product of (A) such number of
                shares of common stock, times (B) the price at which the sell order giving rise to holder’s purchase obligation was executed; and

               at the election of holder, either (A) reinstate the portion of the warrant as to such number of shares of common stock, or (B)
                deliver to the holder a certificate or certificates representing such number of shares of common stock.

          In addition, the warrant holders are entitled to a “cashless exercise” option if, at any time of exercise, there is no effective registration
statement registering, or no current prospectus available for, the issuance or resale of the shares of common stock underlying the warrants. This
option entitles the warrant holders to elect to receive fewer shares of common stock without paying the cash exercise price. The number of
shares to be issued would be determined by a formula based on the total number of shares with respect to which the warrant is being exercised,
the daily volume weighted average price for the shares of our common stock on the trading day immediately prior to the date of exercise and
the applicable exercise price of the warrants.

          The shares of common stock issuable on exercise of the warrants will be, when issued and paid for in accordance with the warrants,
duly authorized, validly issued and fully paid and non-assessable. We will authorize and reserve at least that number of shares of common stock
equal to the number of shares of common stock issuable upon exercise of all outstanding warrants.

          Fundamental Transaction . If, at any time while the warrants are outstanding, (1) we consolidate or merge with or into another
corporation, (2) we sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of our assets, (3) any purchase
offer, tender offer or exchange offer (whether by us or another individual or entity) is completed pursuant to which holders of our common
stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or
more of our outstanding common stock, (4) we effect any reclassification or recapitalization of our common stock or any compulsory share
exchange pursuant to which our common stock is converted into or exchanged for other securities, cash or property, or (5) we consummate a
stock or share purchase agreement or other business combination with another person or entity whereby such other person or entity acquires
more than 50% of the outstanding shares of our common stock (or the occurrence of any analogous proceeding) affecting our Company each, a
“Fundamental Transaction,” then upon any subsequent exercise of the warrants, the holders thereof will have the right to receive the same
amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction
if it had been, immediately prior to such Fundamental Transaction, the holder of the number of warrant shares then issuable upon exercise of
the warrant, and any additional consideration payable as part of the Fundamental Transaction. Any successor to us or surviving entity will
assume the obligations under the warrant.

          Certain Adjustments . The exercise price and the number of shares of common stock purchasable upon the exercise of the warrants
are subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, combinations and reclassifications of
our common stock. If the holders of our common stock shall have received or become entitled to receive, without payment therefor, (1)
common stock or any shares of stock or other securities which are at any time directly or indirectly convertible into or exchangeable for our
common stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other
distribution, (2) any cash paid or payable otherwise than as a cash dividend; or (3) common stock or additional stock or other securities or
property (including cash) by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement, then and in
each such case, the holder of the warrants will, upon the exercise of the warrant, be entitled to receive, in addition to the number of shares of
our common stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other
securities and property (including cash in the cases referred to in clauses (2) and (3) above) which such holder would hold on the date of such
exercise had such holder been the holder of record of such common stock as of the date on which holders of common stock received or became
entitled to receive such shares or all other additional stock and other securities and property.


                                                                          S-8
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         Subsequent Rights Offerings . If, at any time while the warrants are outstanding, we shall issue rights, options or warrants to all
holders of common stock (and not to the holder of the warrants) entitling them to subscribe for or purchase shares of our common stock at a
price per share less than the daily volume weighted average price for the shares of our common stock on the record date mentioned below, then
the exercise price for such warrant shall be multiplied by a fraction, of which the denominator shall be the number of shares of our common
stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of our common stock offered
for subscription or purchase, and of which the numerator shall be the number of shares of our common stock outstanding on the date of
issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares so
offered (assuming receipt by us in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such
volume weighted average price. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become
effective immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.

         Delivery of Certificates . Upon the holder’s exercise of a warrant, we will promptly, but in no event later than three trading days after
the exercise date (referred to as the “exercise share delivery date”), issue and deliver, or cause to be issued and delivered, a certificate for the
shares of common stock issuable upon exercise of the warrant. In addition, we will, if the holder provides the necessary information to us, issue
and deliver the shares electronically through The Depository Trust Corporation through its Deposit Withdrawal Agent Commission System
(DWAC) or another established clearing corporation performing similar functions.

        Notice of Corporate Action . We will provide at least 20 days prior notice to holders of the warrants to provide them with the
opportunity to exercise their warrants and hold common stock in order to participate in or vote on the following corporate events:

               if we shall take a record of the holders of our common stock for the purpose of entitling them to receive a dividend or other
                distribution, or any right to subscribe for or purchase any shares of stock of any class or any other right;

               if we authorize or approve, enter into any agreement contemplating, or solicit shareholder approval for any transaction that would
                be deemed a Fundamental Transaction as described above; or

               a voluntary dissolution, liquidation or winding up of our Company.

         Additional Provisions . We are not required to issue fractional shares upon the exercise of the warrants. No holders of the warrants
will possess any rights as a shareholder under those warrants until the holder exercises those warrants. The warrants may be transferred
independent of the common stock they were issued with, on a form of assignment, subject to all applicable laws.


                                                                         S-9
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                                                            PL AN OF DISTRIBUTION

        We have entered into a placement agency agreement, dated as of September 12 , 2010, with Rodman & Renshaw, LLC, or Rodman, as
placement agent which we refer to as the placement agency agreement. Subject to the terms and conditions contained in the placement agency
agreement, Rodman & Renshaw, LLC has agreed to act as our placement agent in connection with this offering.

           The placement agent has agreed to use its reasonable best efforts to arrange for the sale of all of the securities in this offering. There is
no requirement that any minimum number of units or dollar amount of units be sold in this offering and there can be no assurance that we will
sell all or any of the units being offered. We will enter into securities purchase agreements directly with the investors who purchase securities
in this offering.

         The placement agency agreement provides that the obligations of the placement agent and the investors are subject to certain
conditions precedent, including, among other things, the absence of any material adverse change in our business and the receipt of certain
opinions, letters and certificates from us or our counsel.

        We currently anticipate that the closing of this offering will take place on or about October 12 , 2010. On the closing date, the
following will occur:

           ●    we will receive funds in the amount of the aggregate purchase price;

           ●    the placement agent will receive the placement agent fees in accordance with the terms of the placement agency agreement; and

           ●    we will irrevocably instruct the transfer agent to deliver the shares of common stock, and we will deliver the warrants, to the
                investors.

The placement agent proposes to arrange for the sale to one or more purchasers of the securities offered pursuant to this prospectus supplement.

          We will pay the placement agent an aggregate cash commission equal to 6.0% of the gross proceeds from the sale of the units in this
offering. Subject to compliance with Financial Industry Regulatory Authority, or FINRA, Rule 5110(f)(2)(D), we will also reimburse the
placement agent for legal and other expenses incurred by it in connection with this offering in an amount equal to 1% of the aggregate offering
proceeds but in no event more than $35,000. If all of the units offered are sold, such reimbursement will be $20,000. The placement agent also
will receive warrants to purchase up to 454,546 shares of our common stock or 5% of the aggregate number of shares of common stock
included in the units that are sold in the offering (exclusive of shares of our common stock underlying warrants sold in this offering) with an
exercise price of $ 0.275 per share (125% of the public offering price) and an expiration date of August 31 , 2015 (the five year anniversary of
the effective date of the registration statement). Pursuant to FINRA Rule 5110(g), for a period of six months after the issuance date of the
placement agent warrants, neither the placement agent warrants nor any shares issued upon exercise of the placement agent warrants shall be
sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would
result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of
effectiveness or commencement of sales of this offering, except the transfer of any security:

           ●    by operation of law or by reason of reorganization of our Company;

           ●    to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain
                subject to the lock-up restriction set forth above for the remainder of the time period;

           ●    if the aggregate amount of securities of our Company held by the holder of the placement agent warrant or related person do not
                exceed 1% of the securities being offered;

           ●    that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member
                manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of
                the equity in the fund; or

           ●    the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction set forth above for
                the remainder of the time period.


                                                                          S-10
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          The estimated offering expenses payable by us, in addition to the aggregate fee of $ 120,000 due to the placement agent, are
approximately $ 55,000 which includes legal, accounting and filing fees various other fees and expenses associated with registering the
securities and listing the common stock. After deducting certain fees due to the placement agent and our estimated offering expenses, we
expect the net proceeds from this offering to be approximately $ 1.825 million if the maximum number of units are sold.

          The following table shows the per unit and total commissions we will pay to the placement agent in connection with the sale of the
units offered pursuant to this prospectus supplement, assuming the purchase of all of the units offered hereby and excluding proceeds that we
may receive upon exercise of the warrants.

Per unit placement agent fees                                                                                                     $        0.013
Maximum offering total                                                                                                            $      120,000

         Because there is no minimum offering amount required as a condition to closing in this offering, the actual total offering fees, if any,
are not presently determinable and may be substantially less than the maximum amount set forth above.

         We have agreed to indemnify the placement agent and certain other persons against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, relating to or arising out of the placement agent’s activities under the placement agency agreement. We
also have agreed to contribute to payments the placement agent may be required to make in respect of such liabilities.

        A copy of the placement agency agreement, the form of securities purchase agreement we entered into with the purchasers and the
form of warrant will be included as exhibits to our current report on Form 8-K that will be filed with the SEC in connection with the
consummation of this offering.

         The placement agent has informed us that it will not engage in over allotment, stabilizing transactions or syndicate covering
transactions in connection with this offering.

          The transfer agent for our common stock to be issued in this offering is Corporate Stock Transfer, Inc. of Denver, Colorado. We will
act as transfer agent for the warrants being offered hereby.

          Our common stock is traded on the OTC Bulletin Board under the symbol “EHRE.” The warrants to purchase common stock issued
to the investors in this offering are not expected to be eligible for trading on any market.

         The purchase price per unit and the exercise price for the warrants were determined based on negotiations with the purchasers and
discussions with the placement agent based on current market factors.


                                                                       S-11
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                                                             LE GAL MATTERS

          The validity of the issuance of the securities offered hereby will be passed upon for us by Thompson & Knight LLP. The placement
agent is being represented in connection with this offering by Weinstein Smith LLP

                                                                  EX PERTS

         Our consolidated financial statements as of September 30, 2009 and 2008 and for each of the three years in the period ended
September 30, 2009 incorporated in this prospectus supplement from our Form 10-K/A for the year ended September 30, 2009 and the
effectiveness of our internal control over financial reporting as of September 30, 2009, have been audited by MaloneBailey, LLP, an
independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial statements
have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.


                                                                       S-12
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PROSPECTUS



                                                              ERHC Energy Inc.



                                                             $50,000,000
                                           Common Stock, Preferred Stock, Warrants and Units


       From time to time, we may offer up to $50,000,000 of any combination of the securities described in this prospectus, either individually
or in units, and at prices and on terms to be determined at or prior to the time of the applicable offering. We may also offer common stock upon
conversion of preferred stock, or common stock or preferred stock upon the exercise of warrants.

      This prospectus provides you with a general description of the securities we may offer. Each time we offer to sell securities we will
provide a prospectus supplement that will contain specific information about those securities and the terms of that offering. The prospectus
supplement also may add, update or change information contained in this prospectus. This prospectus may not be used to offer or sell any
securities unless accompanied by a prospectus supplement.

        We may offer and sell these securities to or through one or more underwriters, dealers, and agents, or directly to purchasers, on a
continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution”
in this prospectus. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will
provide the names of the agents or underwriters and any applicable fees, commissions or discounts and over-allotment options. The price to the
public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.

       Our shares of common stock are traded on the OTC Bulletin Board under the symbol “ERHE.” The closing sale price of our common
stock on August 6, 2010, the last reported sales date, was $0.38 per share. We will provide information in the prospectus supplement for the
trading market, if any, for any equity securities and debt securities we may offer.

      You should read this prospectus and any prospectus supplement, as well as any documents incorporated by reference in this prospectus
and any prospectus supplement, carefully before you invest. You should also read the documents we refer to in the “Where You Can Find
More Information” section of this prospectus for information on us and our financial statements.

        Investing in our securities involves risks. You should carefully consider each of the factors described under “Risk Factors”
beginning on page 5 of this prospectus before you make an investment in our securities. In addition, risks associated with any
investment in our securities will be described in the applicable prospectus supplement and certain of our filings with the Securities and
Exchange Commission.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

                                               The date of this prospectus is October 6 , 2010
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                                                     TABLE OF CONTENTS


ABOUT THIS PROSPECTUS                                                                                                            ii
WHERE YOU CAN FIND MORE INFORMATION                                                                                              ii
FORWARD-LOOKING STATEMENTS                                                                                                      iii
ABOUT ERHC ENERGY INC.                                                                                                           1
RISK FACTORS                                                                                                                     5
USE OF PROCEEDS                                                                                                                 11
DESCRIPTION OF SECURITIES                                                                                                       12
DESCRIPTION OF CAPITAL STOCK                                                                                                    12
DESCRIPTION OF WARRANTS                                                                                                         15
DESCRIPTION OF UNITS                                                                                                            17
LEGAL OWNERSHIP OF SECURITIES                                                                                                   18
PLAN OF DISTRIBUTION                                                                                                            21
LEGAL MATTERS – VALIDITY OF SECURITIES                                                                                          23
EXPERTS                                                                                                                         23

      You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any
other person to provide you with different information. You should not assume that the information incorporated by reference or
provided in this prospectus is accurate as of any date other than the date on the front of this prospectus.

       Unless the context indicates otherwise, references in this prospectus to “ERHC Energy,” “we,” “us,” “our,” and “the Company”
refer to ERHC Energy, Inc. and its consolidated subsidiaries. When we refer to "you" in this section, we mean all purchasers of the
securities being offered by this prospectus, whether they are the record holders or only indirect owners of those securities.


                                                                 i
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                                                         AB OUT THIS PROSPECTUS

        This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC,
utilizing a “shelf” registration process or continuous offering process. Under this shelf registration process, we may, from time to time, sell up
to $50,000,000 of the securities described in this prospectus in one or more offerings. Each time we offer securities, we will provide you with
this prospectus and a prospectus supplement that will describe, among other things, the specific amounts and prices of the securities being
offered and the terms of the offering.

       That prospectus supplement may include additional risk factors or other special considerations applicable to those securities and may
also add, update, or change information in this prospectus. If there is any inconsistency between the information in this prospectus and any
prospectus supplement, you should rely on the information in that prospectus supplement. However, no prospectus supplement will
fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at
the time of its effectiveness.

       This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful
to do so.

         You should carefully read both this prospectus and the applicable prospectus supplement together with the additional information
described under “Where You Can Find More Information” before buying securities in this offering. You should rely only on the information
we have provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you
with information different from that contained or incorporated by reference in this prospectus. No dealer, salesperson or other person is
authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus. You must not rely on
any unauthorized information or representation. You should assume that the information in this prospectus or any prospectus supplement is
accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the
date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our business,
financial condition, results of operations and prospects may have changed since those dates.

       This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to
the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of
the documents referred to herein have been filed or will be filed as exhibits to the registration statement of which this prospectus is a part (or
will be incorporated by reference from a current report on Form 8-K that we file with the SEC), and you may obtain copies of those documents
as described below under “Where You Can Find More Information.”



                                             WH ERE YOU CAN FIND MORE INFORMATION

       We “incorporate by reference” information into this prospectus, which means that we disclose important information to you by referring
you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information contained expressly in this prospectus or any prospectus supplement, and the information
we file later with the SEC will automatically supersede this information. You should not assume that the information in this prospectus is
current as of any date other than the date on the front page of this prospectus.

      Any information that we file under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, and that is deemed “filed”
(excluding items such as Items 2.02 and 7.01 of Form 8-K and related exhibits, which are “furnished” to the SEC) with the SEC will
automatically update and supersede this information. We incorporate by reference the documents listed below:

                   our Annual Report on Forms 10-K and 10-K/A for the year ended September 30, 2009, filed with the SEC on December 14,
                    2009 and January 28, 2010, respectively;

                   our Quarterly Reports on Form 10-Q for the three months ended December 31, 2009, March 31, 2010 and June 30, 2010,
                    filed with the SEC on February 9, 2010, May 10, 2010 and August 9, 2010, respectively; and

                   our Current Reports on Forms 8-K (excluding Items 2.02 and 7.01 and related exhibits) filed with the SEC on each of
                    January 11, 2010, January 13, 2010, January 22, 2010, February 17, 2010, May 4, 2010 and May 26, 2010.


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       We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and
exhibits filed on such form that are related to such items) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, until we file a post-effective amendment which indicates the termination of the offering of the securities made by this prospectus.
Information in such future filings updates and supplements the information provided in this prospectus.

       Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that
information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or
replaces such information.

       You may request a copy of any document incorporated by reference in this prospectus and any exhibit specifically incorporated by
reference in those documents, at no cost, by writing or telephoning us at the following address or phone number:

                                                               ERHC Energy Inc.
                                                         5444 Westheimer Road, Suite 1440
                                                              Houston, Texas 77056
                                                              Attn: Sylvan Odobulu
                                                                 (713) 626-4700

       Additionally, you may read and copy any documents filed by us at the SEC’s public reference room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings with the SEC are also
available to the public from commercial document retrieval services and at the SEC’s web site at http://www.sec.gov .

       We also make available free of charge on our internet website at http://www.erhc.com our annual reports on Form 10-K and our
quarterly reports on Form 10-Q, and any amendments to those reports, as soon as reasonably practicable after we electronically file such
material with the SEC. Information contained on our website is not incorporated by reference into this prospectus and you should not consider
information contained on our website as part of this prospectus.

                                                      FO RWARD-LOOKING STATEMENTS

       This prospectus may include “forward-looking statements” as defined by the Securities and Exchange Commission. All statements, other
than statements of historical facts, included in this prospectus that address activities, events or developments that we expect, believe or
anticipate will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by us based
on our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are
appropriate under the circumstances. Such statements are subject to a number of assumptions, interpretations,risks and uncertainties, many of
which are beyond our control, which may cause our actual results to differ materially from those implied or expressed by the forward-looking
statements. For a complete description of these risks, see our risk factors set forth in this prospectus and in our annual report on Form 10-K for
the year ended September 30, 2009 and in our annual reports on Form 10-K filed after the date of this prospectus, which are incorporated into
this prospectus. These factors include but are not limited to:

                   business strategies and growth opportunities available to the Company;

                   future development of concessions, exploitation of assets and other business operations;

                   future uses of and requirements for financial resources;

                   future liquidity and sufficiency of capital resources;

                   future market conditions and the effect of such conditions on our future activities or results of operations;

                   interest rate and foreign exchange risk;

                   termination, renegotiation or modification of existing contractual relationships, including participation agreements and other
                    arrangements governing the Company’s interest in, and the operation and production of, any potential oil and natural gas
                    reserves;

                   future contractual obligations;
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                   outcomes of legal proceedings including, without limitation, the ongoing investigations of the Company and its operations;

                   changes in foreign and domestic oil and gas exploration, development and production activity, as well as advances in
                    exploration and development technology;

                   competition in the oil and gas industry;

                   policies and regulatory initiatives of the various governments regarding exploration and development of oil and gas reserves,
                    as well as compliance with such regulatory regimes;

                   the political envi ronment of oil-producing regions, including changes and instability in political, social and economic
                    conditions in the Democratic Republic of Săo Tom й & Principe and the Federal Republic of Nigeria;

                   risks of international operations, compliance with foreign laws and taxation policies and expropriation or nationalization of
                    equipment and assets;

                   foreign exchange and currency fluctuations and regulations, and the inability to repatriate income or capital;

                   risks of war, insurgencies, piracy ,military operations, other armed hostilities, terrorist acts and embargoes; and

                   oil and natural gas price fluctuations and related market expectations.


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                                                        AB OUT ERHC ENERGY INC.

Our Business

         ERHC Energy is engaged in the exploration and production of crude oil and natural gas properties, and is currently focusing in the
Gulf of Guinea, offshore of West.

          At present, substantially all of our properties consist of interests in exploration acreage in (i) the Joint Development Zone (“JDZ”)
between the Dem ocratic Republic of Săo Tom й & Principe and the Federal Republic of Nigeria and (ii) an exclusive economic zone in the
territorial waters of S ăo Tom й (the “EEZ”). Our interests entitle us to a percentage of any hydrocarbon production realized from, the
acreage, or “Blocks,” within the JDZ and EEZ awarded or to be awarded to us by the governmental development authorities administering such
zones. In return for such entitlements, we are obligated by our agreements with the administrative authorities to pay a percentage
(corresponding to our participation interest) of the costs of drilling, production and operating these Blocks.




Source: Wikipedia.

          Our current business strategy does not provide that we directly carry out the exploration and production operations in our
Blocks. Rather, we partner with oil and natural gas operators that we believe are established, well-capitalized and technically reputable to
directly carry out and fund our exploration, drilling and production operations in the Blocks. In return for such operators performing such
services and carrying our operating costs, they receive an allocation of the production revenues attributable to our retained interests in the
Block until the carried costs are recovered. As additional consideration for the assignment of a portion of our rights in such Block, such
operators also make an upfront cash payment to us.

          We have successfully entered into partnership relationships with upstream oil and gas companies with respect to the exploitation of
three of the six Blocks in the JDZ awarded to us in 2003, resulting in cash proceeds to us to date of $45.9 million. We intend to implement a
similar strategy for our remaining three Blocks of the JDZ and with respect to any of the four Blocks of the EEZ to which we have rights, as
well as any rights that may be acquired by us in the JDZ or EEZ in the foreseeable future. The timing or likelihood of entering into any such
further transactions, if at all, cannot be predicted at present.

Our Properties

          Joint Development Zone (JDZ)

          The offshore Joint Development Zone, or JDZ, is a 34,548 square kilometer area situated approximately 200 kilometers off the
coastline of the Federal Republic of Nigeria (“Nigeria”) and Democratic Republic of Săo Tom й & Principe (“DRSTP”) that is adjacent to
several large petroleum discovery areas. The JDZ was established in the spring of 2001 by DRSTP and Nigeria following a long-standing
maritime border dispute. By agreement of the respective governments , the Nigeria-Săo Tom й & Principe Joint Development Authority, or
JDA, was created to govern commercial activities within the disputed boundaries, including the administration of the JDZ and oversight of all
future exploration and development activities in the JDZ. Revenues derived from the JDZ will be shared 60/40 between the governments of
Nigeria and Săo Tomé & Principe, respectively.
         By that Option Agreement, dated April 2, 2003, between us and the DRSTP and that Administration Agreement, dated April 7, 2003,
between us and the JDA, we were granted and acquired preferential rights to working interests in six (Blocks 2, 3, 4, 5, 6 and 9) of the nine
Blocks in the JDZ. We duly exercised those preferential rights and were awarded additional rights in the bid round conducted by the JDA in
2004. Our aggregate rights following the exercise of the preferential rights and award of additional rights during the bid round were 65%, 25%,
60%, 15%, 15% and 20% in Blocks 2, 3, 4, 5, 6 and 9 respectively. From these, between November 2005 and March 2006 we entered into
participation agreements with various operators whereby, after giving effect to subsequent amendments and consolidation and/or transfers
among the operators, we assigned (i) a 28.67%% interest in Block 2 to Sinopec International Petroleum Exploration and Production Co
Nigeria Ltd (“Sinopec”) and a 14.33% interest to Addax Ltd, (ii) a 15% interest in Block 3 to Addax Petroleum Resources Nigeria Limited
(“Addax Resources”) and (iii) a 40.5% participation interest in Block 4 to Addax Petroleum Nigeria (Offshore 2) Limited (“Addax
Offshore”). Particulars of the participation agreements are set forth in our Form 10-K and other Company filings identified under “Where You
Can Find More Information” and incorporated by reference into this prospectus.


                                                                       1
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Source: Nigeria Sгo Tomй and Principe JDA.

          Accordingly, our current retained working interests in Blocks 2, 3, 4, 5, 6, and 9 in the offshore JDZ include:

                                           JDZ Block 2: 22.0% working interest percentage

                                           JDZ Block 3: 10.0% working interest percentage

                                           JDZ Block 4: 19.5% working interest percentage

                                           JDZ Block 5: 15.0% working interest percentage

                                           JDZ Block 6: 15.0% working interest percentage

                                           JDZ Block 9: 20.0% working interest percentage

These retained working interests represent our share of all the potential hydrocarbon production from the Blocks and obligates us to pay a
corresponding percentage of the costs of drilling, production and operating the Blocks. As set forth below, these costs in Blocks 2, 3 and 4 are
currently being carried by our consortium partners until production, whereupon the operators look to recover our carried costs from the
anticipated production revenues. We have granted to the operators under the participation agreements with respect to each Block 100% of our
allocation of cost oil plus up to 50% of our allocations of profit oil until our carried costs are recovered in full.

          Exclusive Economic Zone (EEZ)

         The remaining claimed territorial waters of Săo Tom й & Principe are kno wn as the EEZ. The government of Săo Tom й & Principe
has awarded us rights to participate in exploration and production activities in the EEZ, which encompasses an area of approximately 160,000
square kilometers. Ocean water depths around the two islands exceed 5,000 feet, depths that have only become feasible for oil production in the
past few years; however, oil and gas are produced in the neighboring countries of Nigeria, Equatorial Guinea, Gabon and Angola.


                                                                         2
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Source: ANP-STP.

         In 2009, the National Petrole um Agency of Sгo Tomй & Prнncipe (“ANP-STP”) delineated the EEZ into 19 Blocks and earlier this
year we exercised our preferential rights to 100% of two of the Blocks. In February 2010 the ANP-STP confirmed the award to us of 100%
working interests in Blocks 4 and 11, signature bonus free. Such preferential rights were previously granted to us in a May 21, 2001
Memorandum of Agreement between us and DRSTP.

         Under the 2001 Memorandum of Agreement, we also retain an option to acquire up to a 15% paid working interest in another two
Blocks of our choice in the EEZ. The ANP-STP has indicated that it expects to invite us to negotiate Production Sharing Contracts on the two
Blocks in due course.

          Our current rights in the EEZ expire on October 1, 2024 or, if we have a producing working interest in any Block(s) as of October 1,
2024, as long as any such Block(s) remains in production. We are responsible for our proportionate share of any exploration and exploitation
costs in the EEZ Blocks acquired.

Our Operations

          JDZ Blocks

         Our interests in the JDZ Blocks are in various stages of exploration. JDZ Blocks 2, 3 and 4 were the focus of an aggressive exploration
campaign that concluded in January 2010. To date, no Production Sharing Contracts have been signed in either JDZ Block 5 or 6, and no
operatorship has been awarded yet in JDZ Block 9.

         Sinopec and Addax Petroleum Corporation (“Addax Petroleum”), our technical partners and operators in Blocks 2, 3 and 4, undertook
an exploratory drilling campaign across the three blocks. The drilling campaign commenced in August 2009 and was completed in January
2010, with five wells drilled in the following locations and order:

                        the Kina-1 well in JDZ Block 4;
                        the Bomu-1 well in JDZ Block 2;
                        the Lemba-1 well in JDZ Block 3; and
                        the Malanza-1 well and Oki East-1 well in Block 4.

          To accomplish the drilling campaign, the following steps were taken:

                        Addax Petroleum contracted for the Deepwater Pathfinder deepwater drill ship;
                        Sinopec arranged for a semi-submersible drilling rig for Block 2;
                        Addax Petroleum acquired the operatorship of JDZ Block 3, from Anadarko Petroleum Company enabling a
                         coordinated campaign across all three Blocks; and
                        Sinopec acquired Addax Petroleum, enabling the sharing of knowledge and expertise across all three Blocks, as well
                         as adequate financing of the drilling campaign.
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         Each of the wells was drilled on time, according to budget and to planned depth. In each of the Kina-1, Bomu-1, Lemba-1 and Oki
East-1 wells, initial results indicate the presence of natural (biogenic methane) gas in multiple sands. Such information is preliminary and
analytical work is presently ongoing to integrate the information gathered from the drilling campaign into relevant geologic and fluid models to
assess the prospective commercial viability. The operators have been granted an extension until mid-September 2010 to indicate their plans for
Exploration Phase II, contingent upon approval by the Joint Ministerial Council of the JDA. Analyses of the data may continue for some time.

          Other Operations

         Other than the above described consortium arrangements, we currently have no other operations. Likewise, we have no current source
of income from operations other than interest income from cash generated from our assignment and sale of participation interests in Blocks 2, 3
and 4 to Sinopec and the Addax entities during 2005 and 2006.

         Although the participation agreements currently represent our primary source of cash flow, we continue to explore plans to generate
operating income from new commercial opportunities . We intend to diversify our business activity by pursuing other growth opportunities,
possibly including acquiring revenue-producing assets in diverse geographical areas and forging new strategic business partnerships and
alliances. However, there is no assurance that such partnerships or alliances can be identified or, if identified, can be successfully
negotiated. We cannot currently predict the outcome of negotiations for any acquisitions or alliances or, if successful, the impact on our
operations or cash position.

         We continue to identify and examine potential acquisition prospects and from time to time hold discussions regarding potential
exploration and production opportunities in West Africa. Ultimately, it is our intention to assemble a portfolio of assets and companies from
which we can derive significant strategic value. The success of any potential acquisition will depend on the availability of adequate financing,
of which there can be no assurance. At present, our principal assets remain those interests acquired in the JDZ and the EEZ.

Corporate Offices

       Our corporate office is located at 5444 Westheimer Road, Suite 1440, Houston, Texas 77056 pursuant to a lease that expires in
December 2011.

          To coordinate our business development in the Nigerian and West African oil and gas industry, we have opened a Nigeria liaison
office at Oguda Close, Maitama, Abuja Nigeria. Our wholly owned subsidiary ERHC Energy Nigeria Ltd. operates the liaison office


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                                                               RI SK FACTORS

          An investment in our securities involves a high degree of risk. You should carefully consider the following risk factors together with
all of the other information included in this prospectus, any prospectus supplement and the information that we have incorporated herein by
reference in evaluating an investment in ERHC Energy. If any of the following risks were actually to occur, our business, financial condition or
results of operations could be materially adversely affected. In that case, the trading price of our common units, partnership securities, or debt
securities could decline, and you could lose all or part of your investment. When we offer and sell any securities pursuant to a prospectus
supplement, we may include additional risk factors relevant to such securities in the prospectus supplement.

         We hereby incorporate by this reference all of our risk factors included in our annual report on Form 10-K for the year ended
September 30, 2009, and included in any quarterly report on Form 10-Q or annual report on Form 10-K filed after the date of this prospectus,
including but not limited to risks relating to our business, risks inherent in an investment in us, and tax risks to holders of our common stock.

We have no sources of revenue, a history of losses and cannot assure you that we will be profitable in the foreseeable future

         Our business is in an early stage of development. We have not generated any operating revenue since our entry into the oil and gas
industry in 1996. We have incurred significant operating losses, including net losses from operations in fiscal years 2009, 2008 and 2007, and
expect to incur additional operating losses for the foreseeable future. We may never report profitable operations or generate sufficient revenue
to maintain our company as a going concern.

We have a limited operating history in the oil and gas industry

           Our operations have consisted solely of acquiring rights to working interests in the JDZ and EEZ and then farming out these rights
through production sharing contracts. To date, we have acquired rights in six Blocks located in the JDZ and two Blocks located in the
EEZ. Only five exploratory wells have been drilled since fall 2009 pursuant to production sharing contracts entered into in 2005 and 2006 with
respect to Blocks 2, 3 and 4 located in the JDZ. No production sharing contracts have been executed with respect to JDZ Blocks 5 or 6 and no
operationship has been awarded yet in JDZ Block 9. Our working interests in the EEZ were only confirmed in February 2010. Accordingly,
there is little operating history upon which to judge our business strategy, management team or current operations.

          We are not the operator with respect to any of the production sharing contracts and will not be with respect to other such contracts that
we may enter into in the future. Our future financial results will depend primarily on (1) the ability of any such venture partners to provide or
obtain sufficient financing to meet their financial commitments in the production sharing contracts, (2) the ability to discover commercial
quantities of oil and gas, and (3) the market price for oil and gas. Management cannot predict if or when the production sharing contracts will
result in wells being drilled or if drilled, whether oil and/or natural gas will be discovered in commercial quantities.

Financing may be needed to fund the financial commitments of the production sharing contracts

         While we are not required to fund any financial commitments pursuant to current production sharing contracts, it is likely that project
financing will be required to fund future exploration activities. Failure of our venture partners to provide or obtain the necessary financing may
preclude the continuation of exploration activities.

We may not discover commercially productive reserves in the JDZ or EEZ

         Our future success depends on our ability to discover oil and gas reserves in the JDZ and EEZ economically and in commercially
viable quantities. Decisions to purchase, explore, develop or otherwise exploit prospects or properties will depend in part on the evaluation of
data obtained through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive
or subject to varying interpretations. Interpretations of available technical data also employ many assumptions, including assumptions relating
to economic factors such as oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of
funds. The extent, quality and reliability of data can vary and any significant inaccuracies in these interpretations or assumptions could
materially affect the estimated quantities and anticipated value of discovered reserves, if any. As such, any estimates of oil and natural gas
reserves are inherently imprecise.

          The use of seismic data and other technologies and the study of producing fields in the same area will not enable us to know
conclusively prior to drilling whether oil or natural gas will be present or, if present, whether oil or natural gas will be present in commercial
quantities. We cannot assure you that the analogies we draw from available data from other wells, more fully explored prospects or producing
fields will be applicable to our drilling prospects.


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         There can be no assurance that our planned projects in the JDZ or EEZ will result in significant, if any, reserves or that we and our
partners will have future success in drilling productive wells.

Our non-operator status limits our control over oil and gas projects in the JDZ and EEZ

          Our business strategy to date has focused primarily on creating exploration opportunities and forming relationships with upstream oil
and gas companies to develop those opportunities in Blocks in the JDZ and EEZ acquired since 2003. As a result, we will have only a limited
ability to exercise control over a significant portion of a project’s operations or the associated costs of those operations in the JDZ or EEZ. The
success of a future project is dependent upon a number of factors that are outside our control, and overruns in budgeted expenditures are
common risks that can render a particular project uneconomical. Factors that may curtail, delay or cancel drilling include:

           •        the availability of future capital resources to us and the other participants for drilling wells;
           •        the approval of other participants for determining well locations and drilling time-tables ;
           •        the availability and cost of deep water drilling rigs and the availability of operating personnel;
           •        delays imposed by or resulting from compliance with regulatory requirements;
           •        pressure or irregularities in geological formations;
           •        equipment failures or accidents;
           •        adverse weather conditions; and
           •        the economic conditions at the time of drilling, including the prevailing and anticipated price of oil and gas.

          There is no way to predict in advance of drilling and testing whether any particular prospect will yield oil or natural gas in sufficient
quantities to recover drilling or completion costs or to be economically viable. The use of seismic data and other technologies and the study of
fields in the same area will not enable us to know conclusively prior to drilling whether oil or natural gas will be present or, if present, whether
oil or natural gas will be present in commercial quantities.

         Our reliance on our consortium partners and our limited ability to directly control future project costs could have a material adverse
effect on our future expected rates of return.

Our success depends on our ability to exploit our limited assets

           Our primary assets are rights to working interests in exploration acreage in the JDZ and EEZ under agreements with the JDA and
DRSTP. Our operations have been limited to managing and sustaining our rights under these agreements. Please read “ We have filed suit to
prevent tampering with our interest and any adverse ruling related to JDZ Blocks 5 and 6 could have a material adverse effect on our business,
prospects, operations, financial condition and cash flow.” Our viability depends on our ability to exploit these assets, of which there is no
assurance that we will be successful. Any assessments of the recoverable reserves, future natural gas and oil prices, operating costs, potential
liabilities and other factors relating to our existing properties and others that may be acquired in the future are necessarily inexact and their
accuracy is inherently uncertain.

Our business interests are located outside of the United States which subjects us to risks associated with international activities beyond our
control.

          As of June 15, 2010, our major assets are located outside the United States. Our primary assets are cash in various financial
institutions and agreements with DRSTP and the JDA, which provide us with rights to participate in exploration and production activities in the
Gulf of Guinea off the coast of central West Africa. Production is subject to political risks which are inherent in all foreign operations. Our
ability to exploit our interests in this area pursuant to such agreements may be adversely impacted by this circumstance.

          The future success of our international operations may also be adversely affected by risks associated with international activities,
including economic and labor conditions, political instability, risk of war, insurgency expropriation, termination, renegotiation or modification
of existing contracts, tax laws (including host-country import-export, excise and income taxes and United States taxes
on foreign subsidiaries) and changes in the value of the U.S. dollar versus the local currencies in which future oil and gas producing
activities may be denominated. Changes in exchange rates may also adversely affect our future results of operations and financial condition.

          In addition, to the extent we continue to engage in operations and activities outside the United States, we are subject to the Foreign
Corrupt Practices Act (the “FCPA”) which, among other restrictions, prohibits U.S. companies and their intermediaries from making payments
to foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment, and requires companies to
maintain adequate record-keeping and internal accounting practices to accurately reflect their financial and other transactions with foreign
officials. Please read below “ We are under investigation by the SEC, the DOJ and a U.S. Senate Subcommittee, and any adverse outcome
could have a material adverse effect on our business, prospects, operations, financial condition and cash flow.” The FCPA applies to
companies, individual directors, officers, employees and agents. The FCPA also applies to foreign companies and persons taking any action in
furtherance of such payments while in the United States. Under the FCPA, U.S. companies may also be held liable for actions taken by
strategic or local partners or representatives.


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          The FCPA imposes civil and criminal penalties for violations of its provisions. Civil penalties may include fines of up to $500,000
per violation, and equitable remedies such as disgorgement of profits causally connected to the violation (including prejudgment interest on
such profits) and injunctive relief. Criminal penalties for violations of the payments provisions could range up to the greater of $2 million per
violation or twice the gross pecuniary gain sought by making the payment, and/or incarceration for up to 5 years per violation. Moreover, if a
director, officer or employee of a company is found to have willfully violated the FCPA books and records provisions, the maximum penalty
would be imprisonment for 20 years per violation. Maximum fines of up to $25 million may also be imposed for willful violations of the
books and records provisions by a company.

         The SEC and/or the Department of Justice (“DOJ”) could assert that there have been multiple violations of the FCPA, which could
lead to multiple fines. The amount of any fines or monetary penalties which could be assessed would depend on, among other factors, findings
regarding the amount, timing, nature and scope of any improper payments, whether any such payments were authorized by or made with
knowledge of ERHC or our affiliates, the amount of gross pecuniary gain or loss involved, and the level of cooperation provided to the
government authorities during the investigations. Negotiated dispositions of these types of violations also frequently result in an
acknowledgement of wrongdoing by the entity and the appointment of a monitor on terms agreed upon with the SEC and DOJ to review and
monitor current and future business practices, including the retention of agents, with the goal of assuring future FCPA compliance. Other
potential consequences could be significant and include suspension or debarment of ERHC’s ability to contract with governmental agencies of
the United States and of foreign countries. Any determination that ERHC has violated the FCPA could result in sanctions that could have a
materially adverse effect on our business, prospects, operations, financial condition and cash flow.

         All of our primary assets are located in the Gulf of Guinea offshore of central West A frica. The governments of Nigeria and the island
nation of Săo Tom й & Principe granted our participation interests in various concessions in their offshore waters. The governments of Nigeria
and S ăo Tom й & Principe exist in a volatile political and economi c environment and we are subject to all the risks associated with those
governments. These risks include, but are not limited to:

                   Loss of future revenue and our concessions as a result of hazards such as war, acts of terrorism, insurrection and other
                    political risks
                   Increases in taxes and governmental interests
                   Unilateral renegotiation of contracts by government entities
                   Difficulties in enforcing our rights against a governmental agency because of the doctrine of sovereign immunity and foreign
                    sovereignty over international operations
                   Changes in laws and policies governing operations of foreign-based companies, and
                   Currency restrictions and exchange rate fluctuations

Our foreign operations may also be adversely affected by laws and policies of the United States affecting foreign trade and taxation.
Realization of any of these factors could materially and adversely affect our financial position, results of operations and cash flows.

We have filed suit to prevent tampering with our interest and any adverse ruling related to JDZ Blocks 5 and 6 could have a materially
adverse effect on our business, prospects, operations, financial condition and cash flow.

          On November 3, 2008, we filed a suit in Nigeria to prevent any tampering with our rights in JDZ Blocks 5 and 6. The lawsuit comes
after the JDA and the Joint Ministerial Council (JMC) of the Nigeria-Săo Tom й & Pr íncipe JDZ failed to give a satisfactory response to our
letters seeking clarification of our rights in JDZ Blocks 5 and 6 following media reports stating that the JMC had approved of our removal from
the Blocks. We were awarded a 15 percent working interest in each of the Blocks in a 2005 bid/licensing round conducted by the JDA,
following the exercise by us of preferential rights in the Blocks as guaranteed by contract and treaty. In November 2008, we dispatched notices
of arbitration for service on the JDA an d the governments of Nigeria and Săo Tom й & Principe to commence arbitration in London, and have
requested that the London Court of International Arbitration clarify that our interests in JDZ Blocks 5 and 6 remain intact. Parallel to the
proceedings, we ha ve initiated dialogue with the JDA and the governments of Nigeria and Săo Tom й & Principe with a view to the amicable
resolution outside of litigation and arbitration. If we fail to prevail in our lawsuit or arbitration proceedings, there could be significant adverse
effects on our future planned operations in JDZ Blocks 5 & 6. These adverse effects could range from loss of potential future revenue to a
threat to our other interests in Blocks 2, 3, 4 and 9. At this time, we are unable to reasonably estimate the economic impact if we fail to prevail
in our suit.


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We are under investigation by the SEC, the DOJ and a U.S. Senate Subcommittee, and any adverse outcome could have a material adverse
effect on our business, prospects, operations, financial condition and cash flow.

          On May 4, 2006, a search warrant issued by the U.S. District Court of the Southern District of Texas, Houston Division, was executed
on us seeking various records including, among others, documents, if any, related to correspondence wi th foreign governmental officials or
entities in Săo Tom й and Nigeria. The search warrant cited, among other things, possible violations of the FCPA, Section 10(b) of the
Exchange Act, Rule 10b-5 under the Exchange Act and criminal conspiracy and wire fraud statutes. We filed suit in federal district court in
Texas in June 2006 seeking to protect our attorney-client privileged documents and to allow our counsel to determine the factual basis for the
DOJ’s search warrant affidavit, which is currently under seal.

         A related SEC subpoena was issued on May 9, 2006, and a second related subpoena issued on August 29, 2006. The subpoenas
requested from us a range of documents including all documents related to correspondence with foreign governmental officials or entities in
Săo Tom й & Principe and Nigeria, personnel records and other corporate records.

         On July 5, 2007, the U.S. Senate Committee on Homeland Security and Governmental Affairs’ Permanent Subcommittee on
Investigations served us with a subpoena, in connection with its review of matters relating to the potential abuse of payments made to foreign
governments. The subpoena, as amended on July 18, 2007, seeks documents and information regarding our activities, particularly those related
to the acquisition of our interests in the Gulf of Guinea.

         The law firm of Akin Gump Strauss Hauer & Feld LLP assisted us in responding to the subpoenas. Please see “Legal Proceedings”
in our company filings incorporated by reference to this prospectus for more information.

         We have not yet been notified of any formal conclusion, termination or other outcome with respect to any of the investigations by the
DOJ, SEC and Senate Subcommittee, although the Federal Bureau of Investigation has returned all documents taken from us in connection
with the DOJ subpoena. We anticipate that these investigations might be lengthy and do not expect them to be formally concluded or
terminated in the immediate future. If violations are found, we may be subject to criminal, civil and/or administrative sanctions, including
substantial fines, and the resolution or disposition of these matters could have a materially adverse effect on ERHC’s business, prospects,
operations, financial condition and cash flow.

          These investigations could also result in:

                   third party claims against us, which may include claims for special, indirect, derivative or consequential damages;
                   damage to our business, operations and reputation;
                   loss of, or adverse effect on, cash flow, assets, goodwill, operations and financial condition, business, prospects, profits or
                    commercial value;
                   adverse consequences on our ability to obtain or continue financing for current or future projects; and/or
                   claims by directors, officers, employees, affiliates, advisors, attorneys, agents, debt holders or other interest holders or
                    constituents of ERHC.

          Negative publicity arising from these investigations could also adversely affect our business and prospects in the commercial
market. In addition, these investigations have resulted in significant expenses to us, including substantial legal fees and the diversion of
management’s attention from our operations and other activities. If we incur costs or losses as a result of these matters, we may not have the
liquidity or funds to address those costs or losses, in which case such costs or losses could have a materially adverse effect on our business,
prospects, operations, financial condition and cash flow.

         Through June 15, 2010, we have incurred significant costs in responding to the investigations by the DOJ, SEC and Senate
Subcommittee. Those costs consist primarily of legal fees paid to our legal counsel, Akin Gump Strauss Hauer & Feld LLP and document
reproduction costs. These costs have had a significant negative impact on our cash flows from operations. Neither management nor our legal
counsel can assess the magnitude of future cash requirements that could result from prolonged investigations or any negative findings that
might arise from the investigations. In a worst case scenario, our cash resources could be exhausted and our status as a going concern could
also be brought into question.


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The United States Internal Revenue Service is currently conducting an examination of our tax returns.

          The United States Internal Revenue Service is currently examining the tax returns for our 2005 and 2006 tax years . We anticipate
that this examination will conclude in the next few months. If adjustments are required, we may be subject to taxes, penalties and interest and
these could have a materially adverse effect on our operations, financial condition and cash flow.

We have limited sources of working capital

         We believe that our working capital requirements for fiscal year 2010 will be approximately $4,000,000, based on maintaining
operations at their current level and the generation of interest income at levels similar to fiscal year 2009. Our consortium partners will
continue to pay all of our future costs in respect of operations in JDZ Blocks 2, 3 and 4, subject to full reimbursement upon production.
Accordingly, we do not expect the commencement or continuation of exploratory drilling operations in these Blocks to have a significant
impact on our working capital requirements. Management believes that our current cash resources will be adequate to maintain our planned
operations throughout the drilling and exploration phase of existing participation agreements.

          We have no current source of income other than interest income from cash investments generated from the sale of participation
interests in Blocks 2, 3 and 4 to Sinopec and Addax Petroleum. We hope to enter into participation agreements in JDZ Blocks 5, 6 and 9 and in
EEZ Blocks 4 and 11, but the timing or likelihood of such transactions cannot be predicted. In addition to the two EEZ Blocks already
awarded signature bonus free, we have rights to acquire up to a 15 percent paid working interest in two additional Blocks of our choice in the
EEZ. The ANP-STP has informed us that selection of these other Blocks will take place at a later date, in which event we may be required to
incur significant capital cost to exercise such rights.

Our competition includes oil and gas conglomerates that have significant advantages over us

         The oil and gas industry is highly competitive. Many companies are engaged in exploring for crude oil and natural gas and acquiring
crude oil and natural gas properties, resulting in a high degree of competition for desirable exploratory and producing properties. Many of our
competitors possess and employ financial, technical and personnel resources substantially greater than ours, which can be particularly
important in the areas in which we operate. Those companies may be able to pay more for productive oil and natural gas properties and
prospects and to evaluate, bid for and purchase a greater number of properties and prospects than our financial or personnel resources
permit. There is substantial competition for capital available for investment in the oil and natural gas industry. We may not be able to compete
successfully in the future in acquiring prospective reserves, developing reserves, marketing oil and natural gas, attracting and retaining quality
personnel and raising additional capital.

One shareholder controls approximately 42% of our outstanding common stock

          Chrome Oil Services (“Chrome”) beneficially owns approximately 42% of our outstanding common stock. As a result, Chrome has
the ability to substantially influence, and may effectively control the outcome of corporate actions that require shareholder approval, including
the election of directors. This concentration of ownership may have the effect of delaying or preventing a future change in control of the
Company or a liquidity event.

Various factors beyond our control will affect prices of oil and gas

          The prices we receive for future oil and natural gas production will heavily influence our revenue, profitability, access to capital and
rate of growth. Oil and natural gas are commodities and their prices are subject to wide fluctuations in response to relatively minor changes in
supply and demand or global macroeconomic disruptions. Historically, the markets for oil and natural gas have been volatile. These markets
will likely continue to be volatile in the future. The availability of a ready market for our future crude oil and natural gas production depends
on numerous factors beyond our control, including the level of consumer demand, the extent of worldwide crude oil and natural gas inventory,
exploration and production activity, the actions of the Organization of Petroleum Exporting Countries, or OPEC, the costs and availability of
alternative fuels, the costs and proximity of transportation facilities, political conditions affecting oil-producing activities, regulation by
authorities and the costs of complying with applicable environmental regulations.


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We are subject to numerous laws and regulations that can adversely affect the cost, manner or feasibility of doing business .

             The exploration, development, production and sale of oil and natural gas are subject to extensive federal, state, local and
international regulation. Future laws or regulations, any adverse change in the interpretation of existing laws and regulations or our failure to
comply with existing legal requirements may result in substantial penalties and harm to our business, results of operations and financial
condition. We may be required to make large and unanticipated capital expenditures to comply with governmental regulations. Operations
with respect to Blocks in which we hold interests could be significantly delayed or curtailed in the event cost of operations significantly
increase as a result of regulatory requirements or restrictions. We are unable to predict the ultimate cost of compliance with these requirements
or their effect on operations. It is also possible that a portion of our oil and gas properties could be subject to eminent domain proceedings or
other government takings for which we may not be adequately compensated.


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                                                             US E OF PROCEEDS

       Unless otherwise provided in the applicable prospectus supplement, we intend to use the net proceeds from the sale of securities under
this prospectus to acquire or invest in working interests and other oil and natural gas businesses, properties, products and technologies that are
complementary to our own, although we have no such transactions currently in place. Also, we intend to use a portion of net proceeds from
time to time for general corporate purposes, including exploration and development activities, regulatory affairs expenses, capital expenditures,
additions to working capital and general and administrative expenses. We will set forth in the prospectus supplement our intended use for the
net proceeds received from the sale of any securities. Pending the application of the net proceeds, we intend to invest the net proceeds in
interest-bearing, investment-grade securities.


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                                                       DE SCRIPTION OF SECURITIES

Described below are the general terms of the capital stock, warrants, debt securities and units that we may offer and sell by this prospectus.
This prospectus and any accompanying prospectus supplement will contain the material terms and conditions for such securities being offered.
The accompanying prospectus supplement may add, update or change the terms and conditions of such securities as described in this
prospectus.

                                                     DE SCRIPTION OF CAPITAL STOCK

General

       Our authorized capital stock consists of 950,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of
preferred stock in one or more series, $0.0001 par value per share. At present, no shares of preferred stock have been designated or issued by
us. As provided below, the only equity securities currently outstanding are shares of common stock.

Common Stock

       As of June 30, 2010, we had 723,305,444 shares of common stock outstanding. In addition, we currently have approximately
12,423,244 shares of common stock reserved for issuance under our 2004 Plan. The 2004 Plan was approved at a special meeting of our
shareholders in February 2005 and, as of June 30, 2010; approximately 7,576,756 shares have been issued under the 2004 Plan. All
outstanding shares of our common stock are validly issued, fully paid and non-assessable.

       Holders of our common stock are entitled to one vote per share on all matters to be voted upon by the shareholders. Holders of our
common stock are not entitled to cumulative voting rights with respect to the election of directors, which means that the holders of a majority
of the shares voted can elect all of the directors then standing for election. Subject to limitations under Colorado law and preferences that may
apply to any outstanding shares of preferred stock, holders of our common stock are entitled to receive ratably such dividends or other
distributions, if any, as may be declared by our board of directors out of funds legally available for them. To date, we have not paid any
dividends on our common stock. We intend to retain earnings, if any, to finance the continued development and expansion of our business and
do not anticipate paying cash dividends in the foreseeable future. Future determinations regarding the payment of dividends is subject to the
discretion of the board of directors and will depend upon a number of factors, including future earnings, capital requirements, financial
condition and the existence or absence of any contractual limitations on the payment of dividends.

       In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all assets
remaining after payment of liabilities, subject to the liquidation preference of any outstanding preferred stock. Our common stock has no
preemptive, conversion or other rights to subscribe for additional securities. There are no redemption or sinking fund provisions applicable to
our common stock. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the
rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

       The above summary of the terms of our common stock does not purport to be complete and is subject to and qualified in its entirety by
reference to our Amended Articles of Incorporation, or articles of incorporation, and bylaws, copies of which are on file with the SEC as
exhibits to our registration statement on Form S-1 filed by us with the SEC on January 8, 1998. See “Where You Can Find More Information.”

Preferred Stock

       Our articles of incorporation provide that our board of directors has the authority, without further action by the shareholders, to designate
and issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions of this
preferred stock, including dividend rights, conversion rights, preemptive rights, voting rights, terms of redemption, liquidation preferences,
sinking fund terms and the number of shares constituting any series or the designation of a series, without further vote or action by the
shareholders. Our board of directors may also establish from time to time the number of shares constituting any series of preferred stock, and to
increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares
of any series then outstanding.

       We will fix the rights, preferences, privileges and restrictions of the preferred stock of each series in the certificate of designation
relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference
from a current report on Form 8-K that we file with the SEC, the form of any certificate of designation that describes the terms of the series of
preferred stock we are offering before the issuance of the related series of preferred stock. This description will include:


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                   the title and stated value;

                   the number of shares we are offering;

                   the liquidation preference per share;

                   the purchase price;

                   the dividend rate, period and payment date and method of calculation for dividends;

                   whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;

                   the procedures for any auction and remarketing, if any;

                   the provisions for a sinking fund, if any;

                   the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption
                    and repurchase rights;

                   any listing of the preferred stock on any securities exchange or market;

                   whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it
                    will be calculated, and the conversion period;

                   whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be
                    calculated, and the exchange period;

                   voting rights, if any, of the preferred stock;

                   preemption rights, if any;

                   restrictions on transfer, sale or other assignment, if any;

                   whether interests in the preferred stock will be represented by depositary shares;

                   a discussion of any material or special United States federal income tax considerations applicable to the preferred stock;

                   the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind
                    up our affairs;

                   any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with

                   the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and

                   any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.

         If we issue shares of preferred stock under this prospectus, the shares will be fully paid and non-assessable and will not have, or be
subject to, any preemptive or similar rights. As of June 15, 2010, we had no shares of preferred stock outstanding.

        The issuance of preferred stock could adversely affect the voting power, liquidation rights, conversion or other rights of holders of
common stock. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to
discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. Preferred stock could be issued
quickly with terms designed to delay or prevent a change in control of our company or make removal of management more difficult.
Additionally, the issuance of preferred stock may have the effect of decreasing the market price of our common stock.


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Anti-Takeover Provisions

          Some provisions of our amended articles of incorporation and our bylaws may be deemed to have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover attempt that a shareholder might deem to be in the shareholder’s best interest. The authorized
but unissued shares of our common stock and preferred stock are available for future issuance without shareholder approval. These additional
shares may be used for a variety of corporate purposes, such as for additional public offerings, acquisitions and employee benefit plans. The
existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to
obtain control of us by means of a proxy contest, tender offer, merger or otherwise. In addition, our board of directors is authorized to make,
alter or repeal our bylaws without further shareholder approval.

Limitation of Officers’ and Directors' Liability; Indemnification

         The Colorado Business Corporation Act authorizes corporations to limit or eliminate the personal liability of directors to corporations
and their officers and employees for monetary damages for breaches of directors’ fiduciary duties.

          Under our articles of Incorporation, we may indemnify a person (including against reasonable expenses incurred by such person) in
connection with any proceeding if such person was made a party to the proceeding because he is or was a director if he or she conducted
himself/herself in good faith and he/she reasonably believed (i) in the case of conduct in his/her official capacity with the Company, that his/her
conduct was in the Company’s best interests, or (ii) in the case of any criminal proceedings, that he/she had no reasonable cause to believe
his/her conduct was unlawful. The Company may not however indemnify a director in connection with (i) a proceeding by or in the right of the
Company in which the director was adjudged liable to the corporation and (ii) in connection with any proceeding charging improper personal
benefit to the Director, whether or not involving action in his official capacity, if he/she was adjudged liable on the basis that personal benefit
was improperly received by him/her. We have not entered into separate indemnification agreements with any of our directors or officers.

          We currently maintain directors’ and officers’ liability insurance for the benefit of our directors and officers.

          The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage shareholders
from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood
of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit our shareholders and us.
In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and
officers pursuant to these indemnification provisions.

         Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be
permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been informed
that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore,
unenforceable.

          We also have the right and/or duty to indemnify any officer, employee, or agent of the corporation who is not a director to the extent
provided by law, or to a greater extent if consistent with law and if provided by resolution of the corporation's shareholders or directors, or in a
contract.

        There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which
indemnification is sought.

Listing on OTC Bulletin Board

          Our common stock is traded on the OTC Bulletin Board under the symbol "ERHE".

Transfer Agent

          The transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc. of Denver, Colorado. The transfer agent and
registrar for any series or class of preferred stock will be set forth in the applicable prospectus supplement.


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                                                        DE SCRIPTION OF WARRANTS

          We may issue warrants for the purchase of common stock and/or preferred stock in one or more series. We may issue warrants
independently or together with common stock and/or preferred stock, and the warrants may be attached to or separate from these securities.
While the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any series
of warrants in more detail in the applicable prospectus supplement. The terms of any warrants offered under a prospectus supplement may
differ from the terms described below. To the extent we identify a warrant agent in any prospectus supplement; such agent will act solely as
our agent in connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or
beneficial owners of warrants.

          A copy of the form of warrant agreement, including the form of warrant certificate representing a series of warrants, will be filed with
the SEC in connection with the offering of a particular series of warrants. The below summary of material provisions of the warrants and the
warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant
certificate applicable to the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus
supplements related to the particular series of warrants that we may offer under this prospectus, as well as any prospectus supplement, and the
complete warrant agreements and warrant certificates that contain the terms of the warrants.

General

          Each warrant will entitle its holder to purchase equity securities at an exercise price set forth in, or to be determinable as set forth in,
the related prospectus supplement. Warrants may be issued separately or together with equity securities. The particular terms of each series of
warrants, the warrant agreement relating to the warrants and the warrant certificates representing warrants will be described in the applicable
prospectus supplement, including, as applicable:

                       the offering price and aggregate number of warrants offered;

                       the currency for which the warrants may be purchased;

                       if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants
                        issued with each such security;

                       if applicable, the date on and after which the warrants and the related securities will be separately transferable;

                       the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one
                        warrant and the price at which these shares may be purchased upon such exercise;

                       the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the
                        warrants;

                       the terms of any rights to redeem or call the warrants;

                       any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the
                        warrants;

                       the dates on which the right to exercise the warrants will commence and expire;

                       the manner in which the warrant agreements and warrants may be modified;

                       the anti-dilutive protections given to the holder of such warrant;

                       if applicable, a discussion of any material or special U.S. federal income tax, accounting or other considerations
                        applicable to holding or exercising the warrants;

                       the terms of the securities issuable upon exercise of the warrants; and

                       any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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           Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such
exercise, including the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise voting
rights, if any.

Exercise of Warrants

         Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise
price that we describe in the applicable prospectus supplement. Holders of the warrants may exercise the warrants at any time up to the
specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration
date, unexercised warrants will become void.

         Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised
together with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the
applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement
the information that the holder of the warrant will be required to deliver to the warrant agent.

          Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of
the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable
upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant
certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may
surrender securities as all or part of the exercise price for warrants.

Enforceability of Rights by Holders of Warrants

         Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or
relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue
of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant,
including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant
may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to
exercise, and receive the securities purchasable upon exercise of, its warrants.

No Outstanding Warrants

          As of June 15, 2010, there were no outstanding warrants to purchase any shares of our capital stock.


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                                                           DE SCRIPTION OF UNITS

          The following description, together with the additional information we may include in any applicable prospectus supplements,
summarizes the material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below
will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more
detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms
described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a
security that is not registered and described in this prospectus at the time of its effectiveness.

          We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current
report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering, and any
supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions of the
units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements
applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular series of units that
we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the units.

General

          We may issue units comprised of one or more shares of common stock, shares of preferred stock and warrants in any combination.
Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have
the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities
included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

          We will describe in the applicable prospectus supplement the terms of the series of units, including: (a) the designation and terms of
the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred
separately; (b) any provisions of the governing unit agreement that differ from those described below; and (c) any provisions for the issuance,
payment, settlement, transfer or exchange of the units or of the securities comprising the units.

        The provisions described in this section, as well as those described under “Description of Capital Stock” and “Description of
Warrants” will apply to each unit and to any common stock, preferred stock, debt security or warrant included in each unit, respectively.

Issuance in Series

          We may issue units in such amounts and in numerous distinct series as we determine.

Enforceability of Rights by Holders of Units

           Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of
agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent
will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility
to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related
unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.

Title

          We, the unit agents and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units
evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite any
notice to the contrary. See “Legal Ownership of Securities.”


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                                                  LE GAL OWNERSHIP OF SECURITIES

          We can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater
detail below. We refer to those persons who have securities registered in their own names on the books that we or any applicable warrant agent
maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons
who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those
securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name
will be indirect holders.

Book-Entry Holders

         We may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities
may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of
other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are referred to as
participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.

         Only the person in whose name a security is registered is recognized as the holder of that security. Securities issued in global form will
be registered in the name of the depositary or its nominee. Consequently, for securities issued in global form, we will recognize only the
depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the
payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary
and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the
terms of the securities.

          As a result, investors in a book-entry security will not own securities directly. Instead, they will own beneficial interests in a global
security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through
a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders, of the securities.

Street Name Holders

          We may terminate a global security or issue securities in non-global form. In these cases, investors may choose to hold their securities
in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other
financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or
she maintains at that institution.

          For securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose
names the securities are registered as the holders of those securities, and we will make all payments on those securities to them. These
institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their
customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not
holders, of those securities.

Legal Holders

          Our obligations, as well as the obligations of any applicable third parties employed by us, run only to the legal holders of the
securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect
means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the
securities only in global form.

          For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even
if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does
not do so. In such an event, we would seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the
holders contact the indirect holders is up to the holders.


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Special Considerations for Indirect Holders

        If you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should
check with your own institution to find out:

               •      how it handles securities payments and notices;

               •      whether it imposes fees or charges;

               •      how it would handle a request for the holders’ consent, if ever required;

               •      whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is
                      permitted in the future;

               •      how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to
                      protect their interests; and

               •      if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.

Global Securities

          A global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all
securities represented by the same global securities will have the same terms.

         Each security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a
financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we
specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the
depositary for all securities issued in book-entry form.

          A global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor
depositary, unless special termination situations arise. We describe those situations below under “Special Situations When a Global Security
Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all
securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial
interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary
or with another institution that does. Thus, an investor whose security is represented by a global security will not be a holder of the security, but
only an indirect holder of a beneficial interest in the global security.

          If the prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security
will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the
securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing
system.

Special Considerations for Global Securities

          As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial
institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of
securities and instead deal only with the depositary that holds the global security.

          If securities are issued only in the form of a global security, an investor should be aware of the following:

           •       An investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her
                   interest in the securities, except in the special situations we describe below;

           •       An investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and
                   protection of his or her legal rights relating to the securities, as we describe above;

           •       An investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are
                   required by law to own their securities in non-book-entry form;
•   An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the
    securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;


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           •    The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters
                relating to an investor’s interest in a global security. We have no responsibility for any aspect of the depositary’s actions or for its
                records of ownership interests in a global security. We also do not supervise the depositary in any way;

           •    The depositary may, and we understand that DTC will, require that those who purchase and sell interests in a global security
                within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and

           •        Financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a
                    global security, may also have their own policies affecting payments, notices and other matters relating to the securities. There
                    may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not
                    responsible for the actions of any of those intermediaries.

Special Situations When a Global Security Will Be Terminated

          In a few special situations described below, the global security will terminate and interests in it will be exchanged for physical
certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the
investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own name, so
that they will be direct holders. We have described the rights of holders and street name investors above.

          The global security will terminate when the following special situations occur:

           •    if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and
                we do not appoint another institution to act as depositary within 90 days;

           •    if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.

          The prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular
series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and not us, is responsible for
deciding the names of the institutions that will be the initial direct holders.


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                                                              PL AN OF DISTRIBUTION

      We may use this prospectus and any accompanying prospectus supplement to sell our securities from time to time through one or more
underwriters for public offering and sale, and we also may sell securities to investors directly or through one or more broker-dealers or agents,
a combination of these methods, or through any other method permitted by applicable law.

       We will prepare a prospectus supplement for each offering that will disclose the terms of the offering and specific plan of distribution,
including the name or names of any underwriters, dealers or agents, or combination thereof, the purchase price of the securities and the
proceeds to us from the sale, any underwriting discounts and other items constituting compensation to underwriters, dealers or agents.

        We will fix a price or prices of our securities at:

                    •     market prices prevailing at the time of any sale under this registration statement;

                    •     prices related to market prices; or

                    •     negotiated prices.

We may change the price of the securities offered from time to time.

          We, or agents designated by us, may directly solicit, from time to time, offers to purchase our securities. Any such agent may be
deemed to be an underwriter as that term is defined in the Securities Act. We will name the agents involved in the offer or sale of our securities
and describe any commissions payable by us to these agents in the applicable prospectus supplement. Unless otherwise indicated in the
applicable prospectus supplement, these agents will be acting on a best efforts basis for the period of their appointment. The agents may be
entitled under agreements, which may be entered into with us, to indemnification by us against specific civil liabilities, including liabilities
under the Securities Act. The agents may also be our customers or may engage in transactions with or perform services for us in the ordinary
course of business.

         If we utilize any underwriters in the sale of our securities in respect of which this prospectus is delivered, we will enter into an
underwriting agreement with those underwriters at the time of sale to them. We will set forth the names of these underwriters and the terms of
the transaction in the applicable prospectus supplement, which will be used by the underwriters to make resales of our securities in respect of
which this prospectus is delivered to the public. In connection with the sale of our securities, or the purchasers our securities for which the
underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions.

           The underwriter may sell our securities to or through dealers, and the underwriter may compensate those dealers in the form of
discounts, concessions or commissions. We may indemnify the underwriters under the relevant underwriting agreement against specific
liabilities, including liabilities under the Securities Act. The underwriters may also be our customers or may engage in transactions with or
perform services for us in the ordinary course of business. Pursuant to a requirement by the Financial Industry Regulatory Authority, or
FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8.0% of
the gross proceeds received by us for the sale of any securities being offered pursuant to SEC Rule 415 under the Securities Act.

        If a prospectus supplement so indicates, the underwriters may, pursuant to Regulation M under the Securities Exchange Act of 1934,
engage in transactions, including stabilization bids or the imposition of penalty bids, which may have the effect of stabilizing or maintaining
the market price of the securities at a level above that which might otherwise prevail in the open market.

          If we utilize a dealer in the sale of our securities in respect of which this prospectus is delivered, we will sell the securities to the
dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
We may indemnify the dealers against specific liabilities, including liabilities under the Securities Act. The dealers may also be our customers
or may engage in transactions with or perform services for us in the ordinary course of business.

          To the extent that we make sales through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to the
terms of a sales agency financing agreement or other at-the-market offering arrangement between us and the underwriters or agents. If we
engage in at-the-market sales pursuant to any such agreement, we will issue and sell our securities through one or more underwriters or agents,
which may act on an agency basis or on a principal basis. During the term of any such agreement, we may sell securities on a daily basis in
exchange transactions or otherwise as we agree with the underwriters or agents. The agreement will provide that any securities sold will be sold
at prices related to the then prevailing market prices for our securities. Therefore, exact figures regarding proceeds that will be raised or
commissions to be paid cannot be determined at this time. Pursuant to the terms of the agreement, we also may agree to sell, and the relevant
underwriters or agents may agree to solicit offers to purchase, blocks of our common stock or other securities. The terms of each such
agreement will be set forth in more detail in the applicable prospectus supplement. In the event that any underwriter or agent acts as principal,
or broker-dealer acts as underwriter, it may engage in certain transactions that stabilize, maintain, or otherwise affect the price of our securities.
We will describe any such activities in the prospectus supplement relating to the transaction.


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        We may offer securities solicited directly by us and sell directly to institutional investors or offers, who may be deemed to be
underwriters within the meaning of the Securities Act with respect to any resale thereof. The terms of any such sales will be described in the
prospectus supplement relating thereto.

         The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of
business.

        The place and time of delivery for our securities in respect of which this prospectus is delivered will be set forth in the applicable
prospectus supplement.


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                                           LE GAL MATTERS – VALIDITY OF SECURITIES

        Thompson & Knight LLP will pass upon the validity of the securities offered in this registration statement. If certain legal matters in
connection with an offering of the securities made by this prospectus and a related prospectus supplement are passed on by counsel for the
underwriters of such offering, that counsel will be named in the applicable prospectus supplement related to that offering.

                                                                  EX PERTS

          Our consolidated financial statements as of September 30, 2009 and 2008 and for each of the three years in the period ended
September 30, 2009 incorporated in this prospectus from our Form 10-K/A for the year ended September 30, 2009 and the effectiveness of our
internal control over financial reporting as of September 30, 2009, have been audited by MaloneBailey, LLP, an independent registered public
accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial statements have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in accounting and auditing.


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 fort h in the applicab le
prospectus supplement.


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                                           LE GAL MATTERS – VALIDITY OF S ECURITIES

        Thompson & Knight LLP will pass upon the validity of the securities offered in this registration statement. If certain legal matters in
connection with an offering of the securities made by this prospectus and a related prospectus supplement are passed on by counsel for the
underwriters of such offering, that counsel will be named in the applicable p rospectus supplement related to that offering.

                                                                  EX PERTS

          Our consolidated financial statements as of September 30, 2009 and 2008 and fo r each of the three years in the period ended
September 30, 2009 incorporated in this prospectus from our Form 10-K/A for the year ended September 30, 2009 and the effectiveness of our
internal control over financial reporting as of September 30, 2009, have been audited by MaloneBailey, LLP, an independent registered public
accounting firm, as stated in their reports, wh ich are incorporated herein by reference. Such financial statements have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in accounting and auditing.


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