EXHIBIT 10.12

                                 AMENDMENT NO. 2
                                       TO
                                MERGER AGREEMENT


         AMENDMENT NO. 2, dated as of February 15, 2006, to the Agreement and
Plan of Merger ("Merger Agreement"), dated as of October 20, 2005, by and among
Tremisis Energy Acquisition Corporation, RAM Energy Acquisition, Inc., RAM
Energy, Inc. ("RAM"), and each of the Stockholders of RAM, as amended by
Amendment No. 1 thereto dated November 11, 2005.


         IT IS HEREBY AGREED that the Merger Agreement, as heretofore amended,
is further amended as follows:

              1.   Section 1.6(a), as heretofore amended, is hereby amended to
read as follows:

         "(a) Conversion of Company Common Stock. Other than any shares to be
         canceled pursuant to Section 1.6(c), each share of common stock, par
         value $10.00, of the Company ("Company Common Stock") issued and
         outstanding immediately prior to the Effective Time will be
         automatically converted (subject to Section 1.6(f)) into the right to
         receive on the Closing Date (i) that number of shares of common stock,
         par value $0.0001, of Parent ("Parent Common Stock") determined by
         dividing the Aggregate Parent Common Stock Number by the Outstanding
         Company Stock Number, and (ii) that amount of cash determined by
         dividing the Aggregate Cash Number by the Outstanding Company Stock
         Number. The term "Aggregate Parent Common Stock Number" shall mean
         25,600,000. The term "Outstanding Company Stock Number" shall mean the
         number of shares of Company Common Stock outstanding on the Closing
         Date, after giving effect to all stock option exercises contemplated
         hereby. The term "Aggregate Cash Number" shall mean the lesser of (I)
         $30,000,000, and (II) the amount of cash distributed to Parent from the
         Trust Fund at the Closing (after payment to those stockholders of
         Parent who elect to have their shares converted to cash in accordance
         with Parent's Charter Documents (as defined in Section 2.1(a)), less
         the sum of all expenses reasonably incurred by Parent in connection
         with the transaction contemplated hereby."

              2.   Section 3.15(c) is hereby amended to read as follows:

         "(c) Parent has not been delinquent in the payment of any material Tax
         that has not been accrued for in Parent's books and records of account
         for the period for which such Tax relates nor is there any material Tax
         deficiency outstanding, proposed or assessed against Parent, nor has
         Parent executed any unexpired waiver of any statute of limitations on
         or extending the period for the assessment or collection of any Tax."

              3.   The last sentence of paragraph (d) of Schedule 4.1 is hereby
 amended to read as follows:

         "Prior to the Closing, the Company will continue to pay ordinary
         quarterly dividends to







         the Stockholders consistent with historical practices and with the
         restrictions imposed under the Loan Agreement, including payment of a
         $500,000 dividend during the fourth quarter of 2005 and a $500,000
         dividend during the first quarter of 2006."

              4.   A new Section 5.19 is hereby added to the Merger Agreement,
to read as follows:

         "5.19 Stockholder Obligations. The Stockholders shall repay to the
         Company, on or before the Closing, all direct and indirect indebtedness
         and obligations owed by them to the Company, including the indebtedness
         and other obligations described in Schedule 2.22 and all other amounts
         owed by REPCO (as defined in Schedule 2.22) to the Company."

              5.   Section 6.3(i), as heretofore amended, is hereby amended to
read as follows:

         "(i) Company Indebtedness. The Adjusted Indebtedness for Borrowed Money
         of the Company, including the Subsidiaries, shall not exceed
         $125,000,000. As used herein, the term "Adjusted Indebtedness for
         Borrowed Money" shall mean the sum of all indebtedness of the Company
         for borrowed money, less (1) the amount of any cash deposits posted by
         the Company as security in connection with outstanding Company hedging
         contracts, (2) the positive difference, if any, between $30,000,000 and
         the Aggregate Cash Number, (3) an amount up to $6.0 million for
         aggregate fees, costs and expenses paid by the Company in connection
         with replacing, enhancing or improving its existing credit facilities
         in a manner that, on the whole, is quantitatively more beneficial to
         the Company and (4) capital expenditures incurred by the Company after
         March 1, 2006."

              6.   A new Section 6.3(k) is hereby added to the Merger Agreement,
to read as follows:

         "(k) Stockholder Obligations. The Stockholders shall have repaid to the
         Company, on or before the Closing, all direct and indirect indebtedness
         and obligations owed by them to the Company, including the indebtedness
         and other obligations described in Schedule 2.22 and all other amounts
         owed by REPCO (as defined in Schedule 2.22) to the Company."

              7.   The last sentence of Section 7.4(b) is hereby amended to read
as follows:

         "Notwithstanding the foregoing, payments made with respect to
         indemnifiable Losses arising out of the Great Plains Claim shall not be
         applied toward the Deductible and the Deductible shall not apply to
         indemnifiable Losses arising out of the Great Plains Claim."

              8.   Section 8.1(b) is hereby amended to read as follows:

         "(b) by either Parent or the Company if the Proxy Statement shall not
         have been mailed to the record owners of Parent Common Stock on or
         before April 27, 2006."








         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to the Merger Agreement to be executed as of the date first written above.



                            TREMISIS ENERGY ACQUISITION CORPORATION



                            By: /s/ Lawrence S. Coben
                                ---------------------
                                Lawrence S. Coben
                                Chairman & CEO


                            RAM ENERGY ACQUISITION, INC.



                            By: /s/ Lawrence S. Coben
                                ---------------------
                                Lawrence S. Coben
                                Chairman & CEO


                            RAM ENERGY, INC.



                            By:  /s/ Larry E. Lee
                                 ----------------
                                 Larry E. Lee
                                 President & CEO




                            STOCKHOLDERS:

                         [SEE SEPARATE SIGNATURE PAGES.]















                  STOCKHOLDER SIGNATURE PAGE TO AMENDMENT NO. 2
                               TO MERGER AGREEMENT



/s/ Larry E. Lee
----------------
Larry E. Lee



DANISH KNIGHTS, A LIMITED PARTNERSHIP,
A Texas Limited Partnership

By: Dannebrog Corp., General Partner



By: /s/ Britani Talley Bowman
    -------------------------
     Britani Talley Bowman
     President



The undersigned agrees that, upon exercise of the stock option referred to in
Section 1.13 of the Merger Agreement, he shall be considered to be, and shall
be, a Stockholder (as defined therein) for all purposes of such Merger
Agreement, as amended hereby.



/s/ C. David Stinson
--------------------
C. David Stinson