Exhibit 10.21

                          EMPLOYMENT AGREEMENT BETWEEN
                     HIGH PLAINS GAS, LLC AND BRENT M. COOK


     This Employment Agreement (hereinafter the "Agreement"), executed effective
the 1st day of January, 2011 (hereinafter the "Effective Date"), is entered into
by  and  among  High  Plains  Gas, LLC, a Wyoming limited liability company (the
"Employer")  and  Brent M. Cook (the "Employee").  The Employer and the Employee
may  individually be referred to as a "Party" and collectively as the "Parties".

WHEREAS,  the  Employer  and  the  Employee  are  desirous of entering into this
Agreement  wherein  the  Employee  shall become employed on a full-time basis on
behalf of the Employer and any affiliates of the Employer at all locations which
may  require  the services of the Employee commencing effective January 1, 2011;
and

WHEREAS, the Employee is willing and able to accept employment with the Employer
on  the  terms  and conditions set forth in this Employment Agreement during the
Term  (as  defined  herein)  of  this  Agreement.

NOW,  THEREFORE,  in  consideration  of  the  payment  of the sum of one hundred
dollars  ($100.00)  by the Employer to the Employee at the time of the execution
of  this Agreement, and of the mutual covenants contained herein and other valid
consideration,  the  sufficiency  of  which  is acknowledged, the Parties hereto
agree  as  follows:

SECTION  1.     EMPLOYMENT.
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     1.1     TERM.  The Employer agrees to employ the Employee, and the Employee
agrees  to  be  employed by the Employer pursuant to this Agreement for a period
commencing on the 1st day of January, 2011 (such date hereinafter referred to as
the  "Effective  Date") and ending on the earlier of:  (i) 12:00 a.m. (midnight)
the  31st  day  of  December,  2011;  or  (ii) the termination of the Employee's
employment  in  accordance  with  Section  3 hereof (the "Term").  Unless either
Party  elects to terminate this Agreement prior to the conclusion of its initial
Term or any renewal Term by providing the other Party notice of such election at
least sixty (60) calendar days prior to the expiration of the then current Term,
this  Agreement  shall  automatically  renew  for successive one (1) year terms,
subject  to  early  termination  as  provided  for  herein,  upon  the terms and
conditions  provided  within  this  Agreement,  commencing  on the day after the
expiration  of  the  then  current  Term.

     1.2     DUTIES.  During  the  Term, the Employee shall serve as a full-time
Chief  Executive  Officer  and  shall  perform  such  duties,  functions  and
responsibilities  during  the  Term commensurate with the Employee's position as
reasonably  directed  by  the  Company's  Board  of  Directors.  The  Employee's
principal  place  of  employment  shall  be  located  in  Gillette,  Wyoming

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provided  that  Employee  shall  travel  and  shall  render  services  at  other
locations,  both  as may reasonably be required to fulfill his duties hereunder.

     1.3     EXCLUSIVITY;  OTHER  EMPLOYMENT  AND  INVESTMENTS  DURING  TERM AND
DURING  PERIOD  OF NON-COMPETITION.  Except as otherwise provided herein, during
the  Term, the Employee shall devote his full business time and attention to the
business  and  affairs of the Employer, shall faithfully serve the Employer, and
shall  in  all  material  respects  conform  to  and  comply with the lawful and
reasonable  directions and instructions given to him by the Company's President,
consistent with Section 1.2, herein.  Nothing contained herein shall prevent the
Employee  from  being  involved  in charitable, civic, or other outside business
activities  provided  such  activities  do  not  pose  a conflict of interest or
interfere  with  the  performance of his duties to the Employer pursuant to this
Agreement.

     Notwithstanding  anything to the contrary contained herein, during the Term
and  during the period of non-competition, the Employee's ownership of shares of
stock  and  Membership  Interests/Membership Units or other form of ownership in
the  businesses as identified on the attached  SCHEDULE 1 to this Agreement, and
his  ownership  and  investment  in  any  other  businesses  or  activities  not
affiliated  with the Employer, provided such businesses and activities are not a
"Restricted  Enterprise"  as  defined  within Section 4.2 shall not constitute a
breach  of  this Section 1.3 or any other terms and provisions of this Agreement
provided  such  ownership, investments, or involvement do not interfere with the
Employee's  performance of his duties hereunder.  The Parties agree the Employee
may  become  an  investor, shareholder, member, or otherwise in other businesses
and  investments  during  the  Term  and during the period of non-competition as
provided  herein.

SECTION  2.     COMPENSATION.
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     2.1     SALARY.  As  compensation  for  the  performance  of the Employee's
services  hereunder,  during  the Term, the Employer shall pay to the Employee a
salary  at  an  annual  rate  of  one  hundred and seventy-five thousand dollars
($175,000.00),  payable  in  accordance  with  the  Employer's  standard payroll
policies  (the  "Base  Salary").

     2.2     BONUS.  The  Employer  may,  from  time  to  time,  in  its  sole
discretion, adopt a stock bonus plan or otherwise determine a bonus amount which
may  be paid to the Employee.  Nothing herein shall obligate the Employer to pay
a  bonus  to  the  Employee.  Any  compensation  paid to the Employee under this
Agreement  shall  be  subject  to  customary withholding for Federal, State, and
other  employment  taxes  as  required  with  respect to compensation paid by an
Employer  to  an  Employee.

     2.3     EMPLOYEE BENEFITS.  During the Term, the Employee shall be eligible
to  participate  in  such  health  and  other group insurance and other employee
benefit plans and programs of the Employer as are in effect from time to time on
the same basis as other senior executives of the Company.  Said health insurance
coverage  and  the  insurance carrier shall be determined and selected by and at
the  Employer's sole discretion and election.  The Employer may terminate health
insurance coverage as it may determine in its sole discretion during the Term of
the  Employee's  employment.  The  Employee  shall  pay  and  contribute  to any
insurance  plans  such  sums  as  are  required  pursuant to the Plan documents.

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     2.4     VACATION  AND  TIME  OFF.  During  the  Term, the Employee shall be
entitled  to  certain  paid  time  off,  paid  holidays,  and  vacation  time in
accordance  with  the  policies and procedures as adopted by the Employer and as
may  be  amended  from  time to time.  Vacation time and other time off shall be
scheduled  by  mutual  agreement  with  the  Employer.

     2.5     BUSINESS  EXPENSES;  MOVING  EXPENSES.  The  Employer  shall pay or
reimburse  the  Employee  for all commercially reasonable out-of-pocket business
expenses the Employee incurs during the Term in performing his duties under this
Agreement  upon presentation of documentation and in accordance with the expense
reimbursement  policy  of  the Employer as approved by the Board of Directors of
the  Company  (the  "Board") (or a committee thereof) and in effect from time to
time.  Notwithstanding  anything  herein to the contrary or otherwise, except to
the  extent  any  expense  or reimbursement described in this Agreement does not
constitute  a  "deferral  of compensation" within the meaning of Section 409A of
the  Internal Revenue Code of 1986, as amended, and the regulations and guidance
thereunder  ("Section  409A"),  any  expense  or reimbursement described in this
Agreement  shall  be  made  in  accordance  with  the policies and procedures as
adopted  by  the  Employer  from  time  to  time.

SECTION  3.     EMPLOYMENT  TERMINATION.
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     3.1     TERMINATION  OF  EMPLOYMENT.  The  Employer  may  terminate  the
Employee's  employment  for  any  reason  during  the Term, and the Employee may
voluntarily  terminate  his  employment  for any reason during the Term, in each
case  (other  than a termination by the Employer for Cause) at any time upon not
less  than  thirty  (30)  days'  notice  to  the  other Party.  The Employer may
immediately  terminate  the  Employee  for  Cause (as defined herein).  Upon the
termination  of  the Employee's employment with the Employer for any reason, the
Employee shall be entitled to any Base Salary earned but unpaid through the date
of  termination, any unreimbursed expenses in accordance with Section 2.5 hereof
and,  to  the  extent  not  theretofore  paid  or provided, any other amounts or
benefits  required  to be paid or provided under any plan, Annual Bonus or other
incentive  compensation  plan,  program,  policy,  practice or other contract or
agreement  of  the  Employer  and  its  affiliated companies through the date of
termination of employment (collectively, the "Accrued Amounts").  All sums to be
paid  for  the Annual Bonus and any incentive compensation plan shall be paid to
the Employee on a pro-rated basis for the entire fiscal year based on the number
of  days  the  Employee  is  employed  by  the  Employer  during  such  year.

     3.2     CERTAIN TERMINATIONS.

          (a)     TERMINATION  BY  THE  EMPLOYER  OTHER  THAN  FOR  CAUSE  OR
DISABILITY;  TERMINATION  BY  THE  EMPLOYEE  FOR GOOD REASON.  If the Employee's
employment is terminated during the Term by the Employer other than for Cause or
Disability,  or  by  the  Employee  for  Good Reason, in addition to the Accrued
Amounts  the Employee shall be entitled to a lump sum payment equal to three (3)
months  of  Base  Salary  at the rate in effect immediately prior to the date of
termination (such payment, the "Severance Payment").  The Employer's obligations
to  make  the  Severance  Payment shall be conditioned upon:  (i) the Employee's
continued compliance with his obligations under Section 4 of this Agreement; and
(ii)  the  Employee's  execution and delivery of a valid and enforceable general
release of claims (the "Release") in the form attached hereto as SCHEDULE 2.  In
the  event  it  is  established  by  a  court  of  competent

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jurisdiction  that  the  Employee has breached any of the covenants set forth in
Section  4  of  this  Agreement,  the  Employee  will  immediately return to the
Employer any portion of the Severance Payment that has been paid to the Employee
pursuant  to  this Section 3.2(a).  Subject to the foregoing and Section 3.2(c),
the  Severance  Payment  will be paid to the Employee on the regularly scheduled
payment  dates  for  payroll  during  the  three  (3)  month  term following the
termination  of  the  Employee's  employment.

          (b)     DEFINITIONS.  For  purposes of this Section 3.2, the following
terms  shall  have  the  following  meanings:

               (1)     "Cause" shall mean the Employee's (i) continuing failure,
                        -----
for  more than ten (10) days after the Employer's written notice to the Employee
thereof,  to  perform  such  duties as are reasonably requested by the Employer;
(ii)  failure  to  observe material policies generally applicable to officers or
employees  of  the Employer unless such failure is capable of being cured and is
cured  within ten (10) calendar days of the Employee receiving written notice of
such  failure;  (iii)  failure  to  reasonably  cooperate  with  any  internal
investigation  of the Employer unless such failure is capable of being cured and
is  cured within ten (10) calendar days of the Employee receiving written notice
of  such  failure;  (iv)  commission  of  any  act  of fraud, theft or financial
dishonesty  with respect to the Employer or indictment for or conviction or plea
of  guilty  or  nolo  contendre  to  any  felony;  (v) material violation of the
provisions of this Agreement unless such violation is capable of being cured and
is  cured within ten (10) calendar days of the Employee receiving written notice
of  such  violation;  (vi)  chronic absenteeism (unless caused by a Disability);
(vii)  habitual  use  of  alcohol  or  controlled  substance  that  impairs  the
Employee's  ability  to  perform  his  duties  hereunder;  (viii)  the  loss  or
restriction  of  the  Employee's Driver's License or ability to provide services
for  any reason on behalf of the Employer at the locations in which services are
provided;  (ix)  the  inability  of  the  Employer to obtain liability insurance
covering  the Employee's services at regular rates, including but not limited to
the  loss  of  his  Driver's  License and any other insurance policies providing
coverage  for  the  services  provided  by  the Employer; (x) the conduct of the
Employee  which  is  detrimental to the services being provided by the Employer,
violates  ethical  standards,  or  Federal,  State,  or local laws, or adversely
affects the reputation of the Employer; (xi) any representation or warranty made
by the Employee which ceases to be true or was not true when made, or the breach
of  any  provision  of  this  Agreement by the Employee; or (xii) the Employee's
performance  of  services for other individuals or entities in violation of this
Agreement  and  any other agreements existing with the Employer, its affiliates,
and  its  successors  and  assigns.

               (2)     "Disability"  shall  mean  the  Employee  is  entitled to
                        ----------
receive long-term disability benefits under the long-term disability plan of the
Employer  in  which  Employee  participates,  or,  if there is no such plan, the
Employee's  inability,  as  determined by a physician, due to physical or mental
ill  health,  to  perform the essential functions of the Employee's job, with or
without a reasonable accommodation, for ninety (90) calendar days during any 365
day  period  irrespective  of  whether such days are consecutive, subject to all
other  laws,  rules,  and  regulations.

               (3)     "Good  Reason"  shall  mean:  (i)  a material and adverse
                        ------------
change  in  the  Employee's  duties or responsibilities; (ii) a reduction in the
Employee's  Base  Salary;  or  (iii)

<PAGE>
a  material  breach  by  the Employer of this Agreement that, if curable, is not
cured  within fifteen (15) calendar days after written notice from the Employee.

          (c)     SECTION  409A.  If  the Employee is a "Specified Employee" for
purposes  of  Section  409A  of the Code, and the regulations thereunder, to the
extent  required  to comply with Section 409A of the Code, any Severance Payment
required  to be made pursuant to Section 3.2(a) which is subject to Section 409A
of  the  Code shall not be made until one (1) day after the day which is six (6)
months  from  the  date  of  termination.  For  purposes  of this Agreement, the
Employee's  employment  with the Employer shall be considered to have terminated
when  the  Employee  incurs a "separation from service" with the Employer within
the  meaning  of  Section  409A(a)(2)(A)(i)  of  the  Code,  and  applicable
administrative  guidance  issued  thereunder.

     3.3     EXCLUSIVE  REMEDY.  The  foregoing  payment upon termination of the
Employee's  employment  shall constitute the exclusive severance payment due the
Employee  upon  a termination of his employment under this Employment Agreement.

     3.4     RESIGNATION  FROM  ALL  POSITIONS.  Upon  the  termination  of  the
Employee's  employment  with  the Employer for any reason, the Employee shall be
deemed  to have resigned, as of the date of such termination, from all positions
he  then holds with the Employer as an Officer, Director, Employee and Member of
the Board (and any committee thereof) (as applicable) and the Board of Directors
(and  any  committee  thereof)  of  any  of  the  Employer's  affiliates.

     3.5     COOPERATION.  Following  the  termination  of  the  Employee's
employment  with  the Employer for any reason, the Employee agrees to reasonably
cooperate  with  the  Employer  upon  reasonable  request of the Board and to be
reasonably  available to the Employer with respect to matters arising out of the
Employee's  services  to  the Employer and its subsidiaries.  The Employer shall
pay  the  Employee  a  per  diem  fee  of  not less than eighty-four dollars and
thirteen  cents  ($84.13)  per  hour  for  any such services, and shall promptly
reimburse  the Employee for expenses reasonably incurred in connection with such
matters.

SECTION  4.     UNAUTHORIZED  DISCLOSURE;  NON-COMPETITION;  NON-SOLICITATION;
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INTERFERENCE  WITH  BUSINESS  RELATIONSHIPS;  PROPRIETARY  RIGHTS.
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     The  Employer  and  the  Employee shall, concurrently with the execution of
this  Agreement,  enter  into  a  Non-Competition  and Confidentiality Agreement
wherein  the  Employee  shall be bound by the terms of such instrument for which
separate  consideration has been paid.  Said Non-Competition and Confidentiality
Agreement  is  attached  hereto and marked as SCHEDULE 3.  The Employee shall be
bound  by the terms of such Non-Competition and Confidentiality Agreement during
the Term of this Agreement, during his employment, and thereafter.  The Employee
agrees  his  employment  and during the Restricted Period (as defined herein) be
restricted  in  accordance  with  the  terms  of  this  Agreement  and  the
Non-Competition  and Confidentiality Agreement.  For purposes of this Section 4,
the  obligations  regarding  unauthorized  disclosure,  non-competition,
non-solicitation,  interference  with  business  relationships,  and proprietary
rights  shall  be  applicable  to  the  Employer,  its affiliates, subsidiaries,
including  but  not  limited  to  High  Plains  Gas,  LLC,  and  its
successors-in-interest.

<PAGE>
     4.1     UNAUTHORIZED  DISCLOSURE.  The Employee agrees and understands that
in  the  Employee's  position with the Employer, the Employee will be exposed to
and  will  receive  information  relating  to  the  confidential  affairs of the
Employer  and  its  affiliates,  including,  without  limitation,  technical
information,  intellectual  property,  business and marketing plans, strategies,
customer  information,  software,  other  information  concerning  the products,
promotions,  development,  financing,  expansion  plans,  business  policies and
practices  of  the  Employer  and  its affiliates and other forms of information
considered  by  the  Employer  and  its  affiliates to be confidential or in the
nature  of  trade  secrets  (including,  without limitation, ideas, research and
development,  know-how,  formulas,  technical  data,  designs,  drawings,
specifications,  customer  and  supplier lists, pricing and cost information and
business  and  marketing  plans  and proposals) (collectively, the "Confidential
Information").  Notwithstanding  the  foregoing,  Confidential Information shall
not  include  information  that  is now in or hereafter enters the public domain
without  a  breach  of  this  Agreement.

     The Employee agrees that at all times during the Employee's employment with
the  Employer  and thereafter, the Employee shall not disclose such Confidential
Information,  either  directly  or  indirectly,  to any individual, corporation,
partnership,  limited  liability  company, association, trust or other entity or
organization,  including  a  government or political subdivision or an agency or
instrumentality  thereof  (each  a  "Person")  other than in connection with the
Employee's employment with the Employer without the prior written consent of the
Employer, and shall not use or attempt to use any such information in any manner
other  than in connection with his employment with the Employer, unless required
by  law  to  disclose such information, in which case the Employee shall provide
the  Employer  with written notice of such requirement as far in advance of such
anticipated  disclosure  as  possible.  This  confidentiality  covenant  has  no
temporal,  geographical  or  territorial  restriction.  Upon  termination of the
Employee's  employment  with the Employer, the Employee shall promptly supply to
the  Employer  all  property,  computers, electronic information or other media,
keys,  notes,  memoranda,  writings,  lists,  files,  reports,  customer  lists,
correspondence,  tapes,  disks,  cards, surveys, maps, logs, machines, technical
data  and  any  other  tangible  product or document which has been produced by,
received  by  or  otherwise  submitted  to  the  Employee  during the Employee's
employment with the Employer, and any copies thereof in his (or capable of being
reduced  to  his)  possession.  The  requirement  regarding  non-disclosure  of
information  shall  exist  during  the  Term  of  the  Employee's employment and
indefinitely  following  his  termination  for  any  reason.

     4.2     NON-COMPETITION.  By  and  in  consideration  of  the  Employer's
entering  into this Agreement and the payments to be made and the benefits to be
provided  hereunder,  and in further consideration of the Employee's exposure to
the  Confidential  Information  of the Employer and its affiliates, the Employee
agrees that the Employee shall not, during the Term of the Employee's employment
with  the  Employer  (whether  during  the  Term  or  thereafter) and, except as
otherwise  provided  herein,  (the "Restricted Period"), directly or indirectly,
own,  manage,  operate,  join,  control,  be  employed by, or participate in the
ownership,  management,  operation  or control of, or be connected in any manner
with,  including,  without  limitation,  holding  any position as a stockholder,
Director,  Officer,  consultant,  independent  contractor, employee, partner, or
investor  in any Restricted Enterprise (as defined herein) in which the Employer
was  engaged  during  the  twenty-four  (24)  months  preceding  the  date  of
termination;  and  provided  further,  that  in  no event shall ownership of one
percent  (1%)  or  less  of  the

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outstanding  securities  of  any  class  of  any  issuer  whose  securities  are
registered  under  the  Securities  Exchange  Act  of 1934, as amended, standing
alone,  which  business  or  enterprise  provides  goods or services which would
otherwise  be  a Restricted Enterprise (as defined herein) be prohibited by this
Section  4.2  so  long as the Employee does not have, or exercise, any rights to
manage, become employed by, provide consulting services, or operate the business
as  such  issuer  other  than  the  rights  as  a stockholder or member thereof.

     For  purposes  of  this Section 4.2, "Restricted Enterprise" shall mean any
business or enterprise conducted in any geographic area serviced by the Employer
which  materially competes with High Plains Gas, LLC, High Plains Gas, Inc., and
any  other  affiliates or subsidiaries' business of the acquisition, exploration
for,  production,  and  transportation of minerals, including but not limited to
oil,  gas,  coalbed methane gas, and other minerals of any type or nature except
as  otherwise  permitted  during the Term, during any period of non-competition,
and  as  provided  pursuant  to Section 1.3.  At the commencement of the Term of
this  Agreement,  the  geographic areas which are serviced by the Employer shall
include  those  areas  identified  on  the  attached  SCHEDULE  4, hereto.  Such
geographic area may be expanded during the Term of this Agreement and thereafter
shall  include  all geographic areas serviced by the Employer on the date of the
termination  of  the  Employee's  employment.

     Nothing  herein shall prohibit the Employee from owning any interest in the
businesses  and investments as identified within the attached SCHEDULE 1 of this
Agreement,  any  other  businesses  in  which he may become an investor or owner
during  the  Term  and  during the period of non-competition, and any businesses
which  are  not a "Restricted Enterprise".  In the event the Employee becomes an
investor  or  owner  of  a  business  which  is  not  at the time of his initial
investment  or  ownership  a  "Restricted Enterprise", and High Plains Gas, LLC,
High Plains Gas, Inc., or any of its subsidiaries thereafter engage in a similar
business  activity,  such business of the Employee shall not thereafter become a
"Restricted  Enterprise",  and  he  may  continue  to  own  and  invest  in such
businesses.  During  the  Restricted  Period,  upon request of the Employer, the
Employee  shall  notify  the  Employer of the Employee's then-current employment
status.

     4.3     NON-SOLICITATION  OF  EMPLOYEES.  During  the Restricted Period and
for  a  period  of  thirty-six  (36)  months  following  the  termination of the
Employee's  employment  for  any  reason,  the  Employee  shall  not directly or
indirectly  induce  or  solicit  (or assist any Person to induce or solicit) for
employment  any  person  who  is, or within twenty-four (24) months prior to the
date  of  such  solicitation,  was an employee of the Employer, High Plains Gas,
LLC,  or  any  of  its  affiliates.

     4.4     INTERFERENCE  WITH  BUSINESS  RELATIONSHIPS.  During the Restricted
Period  and  for  thirty-six  (36)  months  following  the  termination  of  the
Employee's  employment  for  any  reason,  the  Employee  shall  not directly or
indirectly  induce  or  solicit  (or assist any Person to induce or solicit) any
customer,  supplier,  or client of the Employer or its subsidiaries to terminate
its  relationship or otherwise cease doing business in whole or in part with the
Employer or its subsidiaries, or knowingly directly or indirectly interfere with
(or  assist  any Person to interfere with) any material relationship between the
Employer  or its subsidiaries and any of its or their customers or clients so as
to  cause harm to the Employer or its affiliates.  For purposes hereof, the term
"Customer"  means any individual, person or entity which was or is a customer of
High

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Plains  Gas,  LLC,  High  Plains  Gas,  Inc.,  or its affiliates, and any of its
successors and assigns within two (2) years prior to the date of the termination
of  this  Agreement.  For  purposes  of  hereof,  "Supplier"  shall  mean  any
individual,  Person,  or  entity  which  was  or is a supplier of any product or
service  to  High Plains Gas, LLC, High Plains Gas, Inc., or its affiliates, and
any  successors  and  assigns  within  two  (2)  years  prior to the date of the
termination  of  this  Agreement.

     4.5     EXTENSION OF RESTRICTED PERIOD.  The Restricted Period and any Term
following  the  termination  of the Employee's employment for which restrictions
are applicable shall be tolled for any period during which the Employee is found
by  a  court of competent jurisdiction to have been in breach of any of Sections
4.2,  4.3,  or  4.4  hereof.

     4.6     PROPRIETARY  RIGHTS.  The  Employee  shall disclose promptly to the
Employer  any  and all inventions, discoveries, and improvements (whether or not
patentable  or  registrable  under  copyright  or  similar  Statutes),  and  all
patentable  or copyrightable works, initiated, conceived, discovered, reduced to
practice, or made by him, either alone or in conjunction with others, during the
Employee's  employment  with  the  Employer  and  related  to  the  business  or
activities  of  the Employer and its affiliates (the "Developments").  Except to
the  extent any rights in any Developments constitute a work made for hire under
the  U.S.  Copyright  Act,  17  U.S.C.  Sec.  101  et seq. that are owned by the
Employer and/or its applicable affiliate, the Employee assigns all of his right,
title  and  interest  in  all  Developments (including all intellectual property
rights  therein)  to  the  Employer or its nominee without further compensation,
including  all  rights  or  benefits  therefor, including without limitation the
right  to  sue  and  recover  for  past  and  future infringement.  The Employee
acknowledges  that  any  rights in any Developments constituting a work made for
hire  under  the  U.S.  Copyright  Act, 17 U.S.C Sec. 101 et seq. are owned upon
creation  by  the  Employer  and/or  its  applicable affiliate as the Employee's
employer.

     Whenever requested to do so by the Employer, the Employee shall execute any
and  all applications, assignments or other instruments which the Employer shall
deem  necessary to apply for and obtain trademarks, patents or copyrights of the
United  States  or any foreign country or otherwise protect the interests of the
Employer  and  its  affiliates therein.  These obligations shall continue beyond
the  end  of  the  Employee's  employment  with  the  Employer  with  respect to
inventions,  discoveries,  improvements  or  copyrightable  works  initiated,
conceived  or  made by the Employee while employed by the Employer, and shall be
binding  upon  the  Employee's employers, assigns, executors, administrators and
other  legal  representatives.

     In  connection  with  his  execution  of  this  Agreement, the Employee has
informed  the  Employer  in  writing  of  any  interest  in  any  inventions  or
intellectual property rights that he holds as of the date hereof as set forth on
SCHEDULE  5 hereto (the "Existing Inventions").  Notwithstanding anything to the
contrary herein, the Developments shall not include any Existing Inventions.  If
the  Employer  is  unable for any reason, after reasonable effort, to obtain the
Employee's  signature  on  any  document  needed  in connection with the actions
described  in  this  Section 4.6, the Employee hereby irrevocably designates and
appoints  the  Employer  and  its  duly  authorized  officers  and agents as the
Employee's agent and attorney in fact to act for and on the Employee's behalf to
execute,  verify  and  file  any  such  documents  and  to do all other lawfully

<PAGE>
permitted  acts  to further the purposes of this Section 4.6 with the same legal
force  and  effect  as  if  executed  by  the  Employee.

     4.7     CONFIDENTIALITY  OF  AGREEMENT.  Other  than  with  respect  to
information  required  to  be  disclosed  by applicable law, industry regulating
agencies and stock exchanges, the Parties hereto agree not to disclose the terms
of  this  Agreement  to  any  Person,  provided  the  Employee may disclose this
Agreement  and/or any of its terms to the Employee's immediate family, financial
advisors,  accountants,  and  attorneys  so long as the Employee instructs every
such Person to whom the Employee makes such disclosure not to disclose the terms
of  this  Agreement  further.

     4.8     REMEDIES.  The Employee agrees that any breach of the terms of this
Section  4  may  result  in  irreparable injury and damage to the Employer, High
Plains  Gas,  LLC,  High  Plains  Gas,  Inc.,  its  affiliates,  and
successors-in-interest for which the Employer, High Plains Gas, LLC, High Plains
Gas,  Inc.,  its  affiliates,  and  successors-in-interest  may have no adequate
remedy  at  law;  the  Employee  therefore also agrees that in the event of said
breach  or  any threat of breach, the Employer shall be entitled to an immediate
injunction and restraining order to prevent such breach and/or threatened breach
and/or  continued  breach  by the Employee and/or any and all Persons acting for
and/or  with  the  Employee, without having to prove damages, in addition to any
other  remedies  to  which  the  Employer  may  be entitled at law or in equity,
including,  without  limitation,  the  obligation  of the Employee to return any
Severance  Payment  made  by  the  Employer  to the Employee.  The terms of this
Paragraph  shall  not  prevent  the  Employer  from pursuing any other available
remedies  for  any  breach  or  threatened  breach  hereof,  including,  without
limitation,  the  recovery  of  damages from the Employee.  The Employee and the
Employer  further  agree  that the provisions of the covenants contained in this
Section 4 are reasonable and necessary to protect the businesses of the Employer
and  its affiliates because of the Employee's access to Confidential Information
and  his  material  participation  in  the  operation  of  such  businesses.

SECTION  5.     REPRESENTATION.
-----------     --------------

     The Employee and the Employer each represents and warrants that:  (i) he or
it  is  not subject to any contract, arrangement, policy or understanding, or to
any  Statute, governmental rule or regulation, that in any way limits his or its
ability  to  enter  into  and  fully  perform  his or its obligations under this
Employment  Agreement;  and  (ii)  he  or it is otherwise able to enter into and
fully  perform  his  or  its  obligations  under  this  Agreement.

SECTION  6.     NON-DISPARAGEMENT.
-----------     ------------------

     From  and  after  the  Effective  Date  and  following  termination  of the
Employee's  employment  with  the  Employer, the Employee agrees not to make any
statement  (other  than  statements  made  in  connection  with carrying out his
responsibilities for the Employer and its affiliates) that is intended to become
public,  or  that  should  reasonably  be  expected  to  become public, and that
criticizes,  ridicules, disparages, reflects adversely or encourages any adverse
action against the Employer or any of its affiliates, or is otherwise derogatory
of  the  Employer,  High Plains Gas, LLC or any of its subsidiaries, affiliates,
employees,  officers,  directors  or

<PAGE>
stockholders.  The  provisions of this Section shall not apply to the extent the
Employee  is testifying truthfully under oath pursuant to any lawful court order
or  subpoena, or is otherwise responding to or providing disclosures required by
law.

SECTION  7.     WITHHOLDING.
-----------     ------------

     The  Employer  may  withhold from any amounts payable to the Employee under
this  Agreement such Federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.  The Employee shall
be  solely  responsible  for the payment of all taxes relating to the payment or
provision  of  any  amounts  or  benefits  hereunder.

SECTION  8.     MISCELLANEOUS.
-----------     --------------

     8.1     INDEMNIFICATION.  The  Employer shall indemnify the Employee to the
fullest  extent  provided under the Employer's By-Laws and the laws of the State
of  Wyoming.

8.2     AMENDMENTS AND WAIVERS.  This Agreement and any of the provisions hereof
may  be amended, waived (either generally or in a particular instance and either
retroactively  or prospectively), modified or supplemented, in whole or in part,
only  by  written  agreement  signed  by the Parties hereto; provided, that, the
observance  of  any  provision of this Agreement may be waived in writing by the
Party  that  will lose the benefit of such provision as a result of such waiver.
The  waiver  by  any Party hereto of a breach of any provision of this Agreement
shall  not  operate  or  be  construed as a further or continuing waiver of such
breach  or  as  a  waiver of any other or subsequent breach, except as otherwise
explicitly  provided for in such waiver.  Except as otherwise expressly provided
herein,  no  failure  on  the  part  of  any  Party to exercise, and no delay in
exercising,  any  right,  power  or  remedy hereunder, or otherwise available in
respect hereof at law or in equity, shall operate as a waiver thereof, nor shall
any  single  or  partial  exercise  of such right, power or remedy by such Party
preclude  any  other  or  further  exercise thereof or the exercise of any other
right,  power  or  remedy.

8.3     NOTICES.  Any  notice,  request,  instruction  or  other  document  or
communication  to  be given hereunder shall be in writing and shall be deemed to
have  been  duly  given:  (i)  if  mailed, three (3) calendar days following the
mailing  of  such  notice  in  any general or branch office of the United States
Postal  Service,  enclosed  in  a registered or certified postage-paid envelope;
(ii) if sent by facsimile transmission, when so sent and receipt acknowledged by
an  appropriate  facsimile  receipt;  or (iii) if sent by other means (including
e-mail),  when  actually  received  by  the  Party to which such notice has been
directed, in each case at the respective addresses or numbers set forth below or
such  other  address or number as such Party may have fixed by notice; provided,
however,  that  in  the event of delivery under clauses (ii) or (iii) (otherwise
than  by  receipted  hand  delivery),  such notice shall be promptly followed by
notice  pursuant  to  clause  (i):

     TO  HIGH  PLAINS  GAS,  LLC                  TO  EMPLOYEE

     High  Plains  Gas,  LLC                      Brent  M.  Cook
     P.O.  Box  1564                              10318  Oak  Creek  Lane
     Gillette,  WY  82717                         Highland,  UT  84003

<PAGE>

     WITH  COPIES  (WHICH  SHALL  NOT
     --------------------------------
     CONSTITUTE  NOTICE)  TO:
     ------------------------

     J.  Stan  Wolfe
     Law  Firm  of  J.  Stan  Wolfe,  P.C.
     222  S.  Gillette  Avenue,  Suite  500
     Gillette,  WY  82716
     Phone:  307.682.2151
     Facsimile:  307.686.3721
     wolfelaw@vcn.com
     ----------------

     Any Party may alter the address to which communications or copies are to be
sent  by  giving  notice  of  such  change  of  address  in  conformity with the
provisions  of  this  Section  for  the  giving  of  notice.

8.4     GOVERNING  LAW.  This  Agreement  shall  be  construed  and  enforced in
accordance  with,  and the rights and obligations of the Parties hereto shall be
governed  by  the  laws  of  the  State  of Wyoming without giving effect to the
conflicts  of  law  principles  thereof.

8.5     SEVERABILITY.  Whenever  possible,  each  provision  or  portion  of any
provision of this Agreement, including those contained in Section 4 hereof, will
be  interpreted in such manner as to be effective and valid under applicable law
but  the  invalidity  or  unenforceability  of  any  provision or portion of any
provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability  of  the  remainder of this Agreement in that jurisdiction or the
validity  or  enforceability  of  this  Agreement,  including  that provision or
portion  of  any  provision,  in  any other jurisdiction.  In addition, should a
court  determine  that  any  provision  or  portion  of  any  provision  of this
Agreement,  including  those contained in Section 4 hereof, is not reasonable or
valid,  either  in  period of time, geographical area, or otherwise, the Parties
hereto  agree  that  such  provision  should  be interpreted and enforced to the
maximum  extent  which  such  court  deems  reasonable  or  valid.

8.6     ENTIRE  AGREEMENT.  This  Agreement  and all attached related agreements
constitutes  the entire agreement between the Parties hereto, and supersedes all
prior  representations,  agreements  and  understandings, both written and oral,
between  the  Parties  hereto  with  respect  to  the  subject  matter  hereof.

8.7     COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each  of  which  shall  be  deemed  an  original,  but  all  such
counterparts  shall  together  constitute  one  and  the  same  instrument.

8.8     ASSIGNMENT  AND  SUCCESSORS.  The rights and obligations of the Employer
and  its Affiliates under this Agreement may be assigned by it to an individual,
Affiliate,  Company,  Corporation,  limited liability company, limited liability
partnership,  or  other  business  entity.  Such  rights of the Employer and its
Affiliates  under this Agreement may be assigned pursuant to a reorganization of
the  Employer or its Affiliates, and to a transferee (whether by merger, sale of
all  or  substantially all of its assets, sale of securities of the Employer and
its  Affiliates,  or


<PAGE>
otherwise)  of  the  Business.  The  Employee  and  his  Affiliates'  rights and
obligations hereunder may not be assigned to or assumed by any other Person.  No
other  persons  shall  have  any  right,  benefit  or  obligation  hereunder.

     8.9     GENERAL  INTERPRETIVE PRINCIPLES.  The name assigned this Agreement
and  headings of the Sections, Paragraphs, Subparagraphs, clauses and subclauses
of  this  Agreement are for convenience of reference, only, and shall not in any
way affect the meaning or interpretation of any of the provisions hereof.  Words
of  inclusion  shall  not  be  construed  as terms of limitation herein, so that
references  to  "include,"  "includes" and "including" shall not be limiting and
shall  be  regarded  as  references  to  non-exclusive  and  non-characterizing
illustrations.

     8.10     SECTION  409A  COMPLIANCE.  This  Agreement  is intended to comply
with  Section  409A of the Code (to the extent applicable) and, to the extent it
would not adversely impact the Employer, the Employer agrees to interpret, apply
and  administer  this  Agreement  in  the  least restrictive manner necessary to
comply  with  such  requirements  and without resulting in any diminution in the
value  of  payments  or  benefits  to  the  Employee.

     8.11     DEFINITION  OF  "DAY".  As  used  within  this Agreement, the term
"Day"  or  the  term  "Days"  shall  mean  calendar  days.

     8.12     JURISDICTION  FOR  DISPUTES;  REMEDIES.  Any action to enforce the
terms  and  conditions  of  this  Agreement  shall  be  brought  and  venue  and
jurisdiction  shall  lie  with the District Court of the Sixth Judicial District
located  in  Gillette,  Campbell  County,  Wyoming  which  shall  have exclusive
jurisdiction  over  the  Parties  and  the subject matter of any litigation with
regard  to  this  Agreement.

     Should  either  Party  be  required  to  file  an  action  to  enforce this
Agreement,  the  prevailing  Party  shall  be  entitled to his or its reasonable
attorneys'  fees  and  costs,  including  such  fees and costs incurred prior to
litigation,  during  litigation,  and  upon  any  appeal from the non-prevailing
Party.

     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first  written  above.

HIGH PLAINS GAS, LLC                     EMPLOYEE



_____________________________________    ___________________________________
By: Mark D. Hettinger                    Brent M. Cook
Title:  Chairman of the Board            Date Signed:________________________
Date Signed: _________________________





<PAGE>




STATE  OF  WYOMING          )
                         )SEC.
COUNTY OF CAMPBELL          )

     Sworn, acknowledged, and signed to before me by Mark D. Hettinger, Chairman
of  the Board of High Plains Gas, LLC, known to me (or satisfactorily proven) to
be  the  person  named  in  the  foregoing document, and who acknowledge that he
freely  and  voluntarily executed the same for the purposes stated therein, this
_______  day  of  February,  2011.

     WITNESS my hand and official seal.



                                   ________________________________
                                   Notary Public

My Commission expires:






STATE  OF  WYOMING          )
                         )SEC.
COUNTY OF CAMPBELL          )

     Sworn,  acknowledged, and signed to before me by Brent M. Cook, known to me
(or satisfactorily proven) to be the person named in the foregoing document, and
who  acknowledges  that  he  freely  and  voluntarily  executed the same for the
purposes  stated  therein,  this  _______  day  of  February,  2011.

     WITNESS my hand and official seal.



                                   ________________________________
                                   Notary Public

My Commission expires: