Exhibit 10.1

                                   AGREEMENT

This Agreement (the "Agreement"), dated as of February 24, 2011, is entered into
by and between High Plains Gas, Inc., a Nevada corporation (together with its
successors, the "Company"), and Fletcher International, Ltd., a company
domiciled in Bermuda (together with its successors, the "Purchaser").

The parties hereto agree as follows:

1.     Purchase and Sale.  In consideration of and upon the basis of the
representations, warranties and agreements and subject to the terms and
conditions set forth in this Agreement, Purchaser agrees to purchase (the
"Purchase") from the Company, and the Company agrees to issue and sell to
Purchaser upon execution of this Agreement (the "Closing Date"), in accordance
with Section 3, a warrant in the form attached hereto as ANNEX A (the "Warrant")
evidencing rights to purchase from the Company, subject to the terms and
conditions set forth in the Warrant, up to an aggregate amount of shares of
Common Stock as set forth therein, for a purchase price of One Million Dollars
($1,000,000). Purchaser shall have the right to exercise rights under the
Warrant in the manner, and subject to the terms, specified in such Warrant.


2.     Definitions.  As used herein,


(i)     "Business Day" means any day on which the Common Stock may be traded on
the OTC or, if not admitted for trading on the OTC, any day other than a
Saturday, Sunday or holiday on which banks in New York City are required or
permitted to be closed.


(ii)     "Common Shares" means the Common Stock issuable upon exercise of the
Warrant and all other shares of Common Stock issuable under the Warrant.


(iii)     "Common Stock" means the common stock of the Company, par value
$0.001, provided that after a change in control, it shall refer to the most
widely held class of equity of the Acquiring Person (as defined below).


(iv)     "Material Adverse Effect" means any material adverse effect with
respect to (A) the business, properties, assets, operations, results of
operations, revenues, prospects or condition, financial or otherwise, of the
Company and its subsidiaries taken as a whole, (B) the legality, validity or
enforceability of the Agreement, the Warrant, Registration Statement or
Prospectus (as defined below), or (C) the Company's ability to perform fully on
a timely basis its obligations under the Agreement or the Warrant.  Without
limiting the foregoing, any breach of Section 5(m) hereof shall be deemed to
constitute a Material Adverse Effect.


(v)     "OTC" shall be deemed to mean the principal U.S. national securities
exchange registered under the Securities Exchange Act of 1934, as



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amended (the "Exchange Act") on which the Common Stock, or such other applicable
common stock, is then traded, or if such Common Stock, or such other applicable
common stock, is not then listed or admitted to trading on any national
securities exchange, then the OTC Bulletin Board.


(vi)     "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, limited liability company, joint
venture, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

3.     Closing.  The closing of the Purchase (the "Closing") shall be via
facsimile on the Closing Date in the manner set forth below. At the Closing, the
following deliveries shall be made:

(a)     Warrant.  The Company shall deliver to Purchaser by hand as Purchaser
instructs in writing the duly executed Warrant.


(b)     Purchase Price.  Purchaser shall cause to be wire transferred to the
Company, in accordance with the wire instructions set forth in ANNEX D hereto,
One Million Dollars ($1,000,000) in immediately available United States funds.

The deliveries specified in this Section 3 shall be deemed to occur
simultaneously as part of a single transaction, and no delivery shall be deemed
to have been made until all such deliveries have been made.

4.     [Reserved]

5.     Representations and Warranties of the Company.  The Company (which for
purposes of this Section 5 includes each of its direct and indirect
subsidiaries) hereby represents and warrants to Purchaser on the date hereof and
on the consummation of each Warrant exercise, as follows:


(a)     The Company has authorized the sale and issuance of all shares of Common
Stock issuable under the Warrant (the "Offering").


(b)     The Company has been duly incorporated and is validly existing in good
standing under the laws of the state of Nevada or, after the Closing Date, if
another entity has succeeded the Company in accordance with the terms hereof,
under the laws of its jurisdiction of incorporation.


(c)     Except as otherwise contemplated by this Agreement, the execution,
delivery and performance of this Agreement and the Warrant (including the
authorization, sale, issuance and delivery of the shares of Common Stock
issuable under the Warrant) have been duly authorized by all requisite corporate
action and no further consent or authorization of the Company, its Board of
Directors or its stockholders is required.



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(d)     This Agreement has been duly executed and delivered by the Company and,
when this Agreement is duly authorized, executed and delivered by Purchaser,
will be a valid and binding agreement enforceable against the Company in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights generally and to general principles of equity.  The issuance
of the shares of Common Stock issuable under the Warrant is not and will not be
subject to any preemptive right or rights of first refusal that have not been
properly waived or complied with and will not trigger any antidilution or
similar rights that have not been properly waived.


(e)     The Company has full corporate power and authority necessary to (i) own
and operate its properties and assets, execute and deliver this Agreement, (ii)
perform its obligations hereunder and under the Warrant (including, but not
limited to, the issuance of the shares of Common Stock issuable under the
Warrant) and (iii) carry on its business as presently conducted and as presently
proposed to be conducted.  The Company and its subsidiaries are duly qualified
and are authorized to do business and are in good standing as foreign
corporations in all jurisdictions in which the nature of their activities and of
their properties (both owned and leased) makes such qualification necessary,
except for those jurisdictions in which failure to do so would not, individually
or in the aggregate, be reasonably expected to have a Material Adverse Effect on
(i) the business affairs, assets, results of operations or prospects of the
Company or any of its subsidiaries, or (ii) the transactions contemplated by, or
the Company's ability to perform under, this Agreement or the Warrant.


(f)     No consent, approval, authorization or order of any court, governmental
agency or other body is required for execution and delivery by the Company of
this Agreement or the performance by the Company of any of its obligations
hereunder and under the Warrant, except for such orders as may be required under
federal and state securities laws with respect to the Company's obligations
under Section 6 of this Agreement.


(g)     Neither the execution and delivery by the Company of this Agreement nor
the performance by the Company of any of its obligations hereunder and under the
Warrant:


(i)     violates, conflicts with, results in a breach of, or constitutes a
default (or an event which with the giving of notice or the lapse of time or
both would be reasonably likely to constitute a default) or creates any rights
in respect of any Person under (A) the certificates of incorporation or by-laws
of the Company or any of its subsidiaries, (B) any decree, judgment, order, law,
treaty, rule, regulation or determination of any court, governmental agency or
body, or arbitrator having jurisdiction over the Company or any of its
subsidiaries or any of their respective properties or assets, (C) the terms of
any bond, debenture, indenture, credit agreement, note or any other evidence of
indebtedness, or any agreement, stock option or other similar plan, lease,
mortgage, deed of trust or other instrument to which the Company or any of its
subsidiaries is a party, by which the Company or any of its subsidiaries is
bound, or to which any of the



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properties or assets of the Company or any of its subsidiaries is subject, (D)
the terms of any "lock-up" or similar provision of any underwriting or similar
agreement to which the Company or any of its subsidiaries is a party or (E) a
any rule or regulation of the United States Securities and Exchange Commission
(the "SEC") or the OTC; or


(ii)     results in the creation or imposition of any lien, charge or
encumbrance upon any shares of Common Stock issuable under the Warrant or upon
any of the properties or assets of the Company or any of its subsidiaries.


(h)     When issued to Purchaser against payment therefor, each share of Common
Stock issuable upon each exercise of the Warrant:


(i)     will have been duly and validly authorized, duly and validly issued,
fully paid and non-assessable;


(ii)     will be free and clear of any security interests, liens, claims or
other encumbrances; and


(iii)     will not have been issued or sold in violation of any preemptive or
other similar rights of the holders of any securities of the Company.


(i)     The Company satisfies all continued listing criteria of the OTC Bulletin
Board or, if no longer listed on the OTC Bulletin Board, any stock market or
exchange on which the Company's Common Stock is listed.  No present set of facts
or circumstances will (with the passage of time or the giving of notice or both
or neither) cause any of the Common Stock to be delisted from the OTC Bulletin
Board or, if no longer listed on the OTC Bulletin Board, the applicable market
or exchange on which the Company's Common Stock is listed.  All of the Common
Shares will, when issued, be duly listed and admitted for trading on all of the
markets where shares of Common Stock are traded, including the OTC Bulletin
Board or, if no longer listed on the OTC Bulletin Board, including the
applicable market or exchange on which the Company's Common Stock is listed.


(j)     There is no pending or, to the best knowledge of the Company, threatened
action, suit, proceeding or investigation before any court, governmental agency
or body, or arbitrator having jurisdiction over the Company or any of its
affiliates that would affect the execution by the Company of, or the performance
by the Company of its obligations under, this Agreement or the Warrant.


(k)     Since October 18, 2010, none of the Company's filings with the SEC under
the Securities Act of 1933, as amended (the "Securities Act") or under Section
13 or 15(d) of the Exchange Act, including the financial statements, schedules,
exhibits and results of the Company's operations and cash flow contained therein
(each an "SEC Filing"), contained any untrue statement of a material fact or
omitted to state any material fact necessary in order to make the statements, in
the light of the circumstances under which they were made, not misleading.
Since October 18, 2010, there has not been any pending or, to the best knowledge
of the Company, threatened action, suit, proceeding or



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investigation before any court, governmental agency or body, or arbitrator
having jurisdiction over the Company or any of its subsidiaries that will or is
reasonably likely to result in a Material Adverse Effect except as disclosed in
the Company's SEC Filings on or before the date immediately prior to and
excluding the date hereof.  Since the date of the Company's most recent SEC
Filing, there has not been, and the Company is not aware of, any development or
condition that is reasonably likely to result in, any change in the condition,
financial or otherwise, or in the business affairs, assets, revenues, operations
or prospects of the Company and its subsidiaries, whether or not arising in the
ordinary course of business, which could reasonably be expected to result in a
Material Adverse Effect.  The Company's SEC Filings made from and including
October 18, 2010 to and excluding the Closing Date fully disclose all material
adverse information concerning the Company and its subsidiaries.


(l)     The offer and sale of the Warrant and of the Common Shares to Purchaser
pursuant to this Agreement and the Warrant, as the case may be, will, subject to
the accuracy of Purchaser's representations and warranties contained in Section
8 hereof, be made in accordance with an exemption from the registration
requirements of the Securities Act and any applicable state law.  Neither the
Company nor any agent on its behalf has solicited or will solicit any offers to
buy or has offered to sell or will offer to sell all or any part of the Common
Shares or the Warrant or any other securities to any Person or Persons so as to
bring the sale of such Common Shares or the Warrant by the Company within the
registration provisions of the Securities Act.


(m)     Equivalent Value.  As of the Closing Date, the consideration that the
Company is receiving from Purchaser is substantially equivalent in value to the
consideration Purchaser is receiving from the Company pursuant to this
Agreement.  As of the Closing Date, under the terms of this Agreement, the
Company is receiving fair consideration from Purchaser for the agreements,
covenants, representations and warranties made by the Company to Purchaser.


(n)     Immediately prior to the Closing Date, the authorized capital stock of
the Company consists of 250,000,000 shares of Common Stock, par value $0.001 per
share and 20,000,000 shares of preferred stock, par value $0.001 per share.  As
of February 15, 2011, (i) 164,403,602 shares of Common Stock were issued and
outstanding, and  20,188,327 shares of Common Stock were reserved and subject to
issuance upon the exercise of outstanding stock options, warrants or other
convertible rights, (ii) 6,000,000 shares of preferred stock were issued and
outstanding, (iii) other than as set forth on Schedule 5(n), no convertible
notes, or similar securities, were issued and outstanding, and (iv) no shares of
Common Stock were held in the treasury of the Company.  All of the outstanding
shares of Common Stock are, and all shares of capital stock which may be issued
pursuant to outstanding stock options, warrants or other convertible rights will
be, when issued and paid for in accordance with the respective terms thereof,
duly authorized, validly issued, fully paid and non-assessable, free of any
preemptive rights in respect thereof and issued in compliance with all
applicable state and federal laws concerning issuance of securities.  As of the
date hereof, except as set forth above, and except for shares of Common Stock or
other securities issued upon conversion, exchange, exercise or purchase
associated with the securities, options,



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warrants, rights and other instruments referenced above, no shares of capital
stock or other voting securities of the Company were outstanding, no equity
equivalents, interests in the ownership or earnings of the Company or other
similar rights were outstanding, and there were no existing options, warrants,
calls, subscriptions or other rights or agreements or commitments relating to
the capital stock of the Company or any of its subsidiaries or obligating the
Company or any of its subsidiaries to issue, transfer, sell or redeem any shares
of capital stock, or other equity interest in, the Company or any of its
subsidiaries or obligating the Company or any of its subsidiaries to grant,
extend or enter into any such option, warrant, call, subscription or other
right, agreement or commitment.


(o)     Solvency.  The sum of the assets of the Company, both at a fair
valuation and at present fair salable value, exceeds its liabilities, including
contingent liabilities.  The Company has sufficient capital or access to capital
with which to conduct its business as presently conducted.  The Company has not
incurred debt, and does not intend to incur debt, beyond its ability to pay such
debt as it matures.  For purposes of this paragraph, "debt" means any liability
on a claim, and "claim" means (x) a right to payment, whether or not such right
is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, or (y)
a right to an equitable remedy for breach of performance if such breach gives
rise to a payment, whether or not such right to an equitable remedy is reduced
to judgment, fixed, contingent, matured, unmatured, disputed, undisputed,
secured, or unsecured.  With respect to any such contingent liabilities, such
liabilities are computed at the amount which, in light of all the facts and
circumstances existing at the time, represents the amount which can reasonably
be expected to become an actual or matured liability.


(p)     Restatement Notices.  As of the date of the Closing, the Company has
provided Purchaser with all Restatement Notices (as defined below) required to
be delivered following a Restatement.


(q)     Application of Takeover Protections.  Except for Sections 78.378 to
78.3793, inclusive, of the Nevada Revised Statutes, which the Company's board of
directors has rendered inapplicable to Purchaser, there is no control share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company's
charter documents or the laws of its state of incorporation that is or would
become applicable to the Purchaser as a result of the Purchaser and the Company
fulfilling their obligations or exercising their rights under this Agreement and
the Warrant, including, without limitation, as a result of the Company's
issuance of the Common Stock issuable under the Warrant and the Purchaser's
ownership of the Common Stock issuable under the Warrant.


(r)     No Integrated Offering.  Neither the Company, nor any Person acting on
its behalf, has, directly or indirectly, made any offers or sales of any
security or solicited any offers to buy any security, under circumstances that
would cause the Offering to be integrated with prior offerings by the Company
for purposes of the Securities Act or the rules and regulations of the SEC or
the OTC.



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(s)     Absence of Certain Changes.  Since October 18, 2010, there has been no
Material Adverse Effect.


(t)     Manipulation of Price.  The Company has not, and to its knowledge no one
acting on its behalf has, (i) taken, directly or indirectly, any action designed
to cause or to result in the stabilization or manipulation of the price of any
security of the Company to facilitate the Offering or (ii) sold, bid for,
purchased, or paid any compensation for soliciting purchases for the Offering.


(u)     Anti-dilution Provisions.  There is no anti-dilution provision under any
agreement to which the Company is party or to which any assets of the Company
are subject that is or would become effective as a result of the Purchaser and
the Company fulfilling their obligations or exercising their rights under this
Agreement and the Warrant, including, without limitation, as a result of the
Company's issuance of the Common Stock issuable under the Warrant and the
Purchaser's ownership of the Common Stock issuable under the Warrant.

6.     Registration Provisions


(a)     The Company shall use its commercially reasonable efforts to, as
promptly as practicable and in any event not later than 5:00 p.m. Eastern Time
on April 25, 2011, and at its own expense, file a Registration Statement (as
defined below) under the Securities Act covering the resale of all of the Common
Shares and shall use its commercially reasonable efforts to cause such
Registration Statement to be declared effective.  Pursuant to the preceding
sentence, the Company shall register pursuant to such Registration Statement not
less than Six Million (6,000,000) shares of Common Stock (the "Registrable
Amount").  The Company shall provide prompt written notice to Purchaser if the
SEC elects to review any Registration Statement.  The Company shall promptly
amend each such Registration Statement (or, if necessary, file a new
Registration Statement) at any time that the number of Common Shares issued and
issuable under the Warrant exceeds eighty percent (80%) of the number of shares
then registered pursuant to such Registration Statement so that the Registrable
Amount (as determined on such date) of Common Shares shall be registered and
freely tradable.  The Company shall provide Purchaser with two (2) Business Days
to review and comment on any Registration Statement or amendment thereto prior
to filing, and the Company shall not file any Registration Statement that
Purchaser reasonably objects to.


(b)     Any registration statement filed or required to be filed under the
Securities Act in accordance with Section 6(a) hereof, along with any amendments
and additional registration statements, is referred to collectively as the
"Registration Statement".  The Company shall file any Registration Statement on
Form S-3, if available, otherwise on another available form and in the meantime
use its commercially reasonable efforts to file such Registration Statement on
Form S-3 as soon as it is available to the Company.  The Company shall provide
prompt written notice to Purchaser when the Registration Statement has been
declared effective by the SEC.



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(c)     The Company will: (A) use its commercially reasonable efforts to keep
the Registration Statement effective until the earlier of (x) the later of (i)
the first anniversary of the issuance of the last Common Share that may be
issued under the Warrant, or (ii) such time as all of the Common Shares issued
or issuable upon exercise of the Warrant can be sold by Purchaser or any of its
affiliates immediately without compliance with the registration requirements of
the Securities Act pursuant to Rule 144 under the Securities Act ("Rule 144")
and (y) the date all of the Common Shares issued or issuable upon exercise of
the Warrant shall have been sold by Purchaser and its affiliates (such later
period, the "Registration Period"); (B) prepare and file with the SEC such
amendments and supplements to the Registration Statement and the prospectus used
in connection with the Registration Statement (as so amended and supplemented
from time to time, the "Prospectus") as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all Common
Shares by Purchaser or any of its affiliates with the prior written approval of
Purchaser and incorporate all such information relating to the plan of
distribution as Purchaser may reasonably request, and to use its commercially
reasonable efforts to cause such amendment or supplements to the Registration
Statement and the Prospectus to be declared effective as soon as practicable
after filing; (C) furnish such number of Prospectuses and other documents
incident thereto, including any amendment of or supplement to the Prospectus,
including all exhibits and financial statements, as Purchaser from time to time
may reasonably request; (D) cause all Common Shares to be listed on each
securities exchange and quoted on each quotation service on which similar
securities issued by the Company are then listed or quoted; (E) provide a
transfer agent and registrar for all Common Shares and a CUSIP number for all
Common Shares; (F) otherwise comply in all material respects with all applicable
rules and regulations of the SEC, the OTC and any other exchange or quotation
service on which the Common Shares are obligated to be listed or quoted under
this Agreement; and (G) file the documents required of the Company and otherwise
obtain and maintain requisite blue sky clearance in (x) New York and all other
jurisdictions in which any of the shares of Common Stock were originally sold
and (y) all other states specified in writing by Purchaser, provided, however,
that as to this clause (y), the Company shall not be required to qualify to do
business or consent to service of process in any state in which it is not now so
qualified or has not so consented.  Purchaser shall have the right to approve
the description of the selling stockholder, plan of distribution and all other
references to Purchaser and its affiliates contained in each Registration
Statement and Prospectus.


(d)     The Company shall furnish to Purchaser upon request a reasonable number
of copies of a supplement to or an amendment of any Prospectus as may be
necessary in order to facilitate the public sale or other disposition of all or
any of the Common Shares by Purchaser or any of its affiliates pursuant to the
Registration Statement.


(e)     With a view to making available to Purchaser and its affiliates the
benefits of Rule 144 and Form S-3 under the Securities Act, the Company
covenants and agrees to:  (A) make and keep available adequate current public
information (within the meaning of Rule 144(c)) concerning the Company, until
the earlier of (x) the first (1st) anniversary of the issuance of the last
Common Share to be issued under the Warrant and



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(y) such date as all of the Common Shares issued or issuable upon exercise of
the Warrant shall have been resold by Purchaser or any of its affiliates; and
(B) furnish to Purchaser upon request, as long as Purchaser owns any Common
Shares, (x) a written statement by the Company that it has complied with the
reporting requirements of the Securities Act and the Exchange Act, (y) a copy of
the most recent annual or quarterly report of the Company, and (z) such other
information as may be reasonably requested in order to avail Purchaser and its
affiliates of Rule 144 or Form S-3 with respect to such Common Shares.


(f)     Notwithstanding anything else in this Section 6, if, at any time during
which a Prospectus is required to be delivered in connection with the sale of
any Common Share, the Company determines in good faith and upon the advice of
its outside counsel that a development has occurred or a condition exists as a
result of which the Registration Statement or the Prospectus contains a material
misstatement or omission, the Company will immediately notify Purchaser thereof
by telephone and in writing.  Upon receipt of such notification, Purchaser and
its affiliates will immediately suspend all offers and sales of any Common
Shares pursuant to the Registration Statement.  In such event, the Company will
amend or supplement the Registration Statement and the Prospectus or make such
filings or public disclosures as promptly as practicable and will take such
other steps as may be required to permit sales of the Common Shares thereunder
by Purchaser and its affiliates in accordance with applicable federal and state
securities laws.  The Company will promptly notify Purchaser after it has
determined in good faith that such sales have become permissible in such manner
and will promptly deliver copies of the Registration Statement and the
Prospectus (as so amended or supplemented, if applicable) to Purchaser in
accordance with paragraphs (c) and (d) of this Section 6.  Notwithstanding the
foregoing, unless otherwise required by applicable law, (A) under no
circumstances shall the Company be entitled to exercise its right to suspend
sales of any Common Shares as provided in this Section 6(f) and pursuant to the
Registration Statement more than twice in any twelve (12) month period, (B) the
period during which such sales may be suspended (each a "Blackout Period") at
any time shall not exceed thirty (30) calendar days, and (C) no Blackout Period
may commence less than thirty (30) calendar days after the end of the preceding
Blackout Period.


(g)     Upon the commencement of a Blackout Period pursuant to this Section 6,
Purchaser will notify the Company of any contract to sell, assign, deliver or
otherwise transfer any Common Share (each a "Sales Contract") that Purchaser or
any of its affiliates has entered into prior to the commencement of such
Blackout Period and that would require delivery of such Common Shares during
such Blackout Period, which notice will contain the aggregate sale price and
quantity of Common Shares pursuant to such Sales Contract.  Upon receipt of such
notice, the Company will immediately notify Purchaser of its election either to
(i) terminate the Blackout Period and, as promptly as practicable, amend or
supplement the Registration Statement or the Prospectus in order to correct the
material misstatement or omission and deliver to Purchaser copies of each
amended or supplemented Registration Statement and Prospectus in accordance with
paragraphs (c) and (d) of this Section 6, or (ii) continue the Blackout Period
in accordance with this paragraph.  If the Company elects to continue the
Blackout Period (or the Company elects to terminate the Blackout Period, but the
Blackout Period is not



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terminated before the latest date that Purchaser may consummate the transaction
contemplated by the Sales Contract), and Purchaser or any of its affiliates are
therefore unable to consummate the sale of Common Shares pursuant to the Sales
Contract, the Company will promptly indemnify each Purchaser Indemnified Party
(as such term is defined in Section 17(a) below) against any Proceeding (as such
term is defined in Section 17(a) below) that each Purchaser Indemnified Party
may incur arising out of or in connection with Purchaser's breach or alleged
breach of any such Sales Contract, and the Company shall reimburse each
Purchaser Indemnified Party for any reasonable costs or expenses (including
legal fees) incurred by such party in investigating or defending any such
Proceeding.


(h)     The Company shall not grant any right of registration under the
Securities Act relating to any of its securities to any Person other than
Purchaser if such rights conflict with the rights of Purchaser under this
Agreement.

7.     Limit on Shares Held or Shares Issuable.  The Company shall not issue any
Common Shares upon exercise of the Warrant, and Purchaser shall not have the
right to receive any Common Shares under the Warrant, to the extent the number
of shares of Common Shares beneficially owned (calculated in accordance with
Rule 13d-3 promulgated under the Exchange Act) by Purchaser after giving effect
to any such issuance would exceed nine and nine tenths percent (9.90%) of the
aggregate number of shares of Common Stock outstanding (the "Maximum Number").
The Maximum Number shall automatically increase or decrease as the number of
shares of Common Stock outstanding increases or decreases such that the Maximum
Number shall continue to equal nine and nine tenths percent (9.90%) of the
aggregate number of shares of Common Stock outstanding. Unless expressly waived
in writing by Purchaser, the Company shall deliver to Purchaser on or before the
tenth (10th) day of each calendar month commencing with the month of March 2011
a notice (an "Outstanding Share Notice") stating the aggregate number of shares
of Common Stock outstanding as of the last day of the preceding month and the
increase (an "Increase") or decrease (a "Decrease"), if any, in the aggregate
number of shares of Common Stock from the number of shares reported on the
preceding Outstanding Share Notice (or, in the case of the first Outstanding
Share Notice, the number of shares of Common Stock outstanding as reported in
Section 5(m)). The Maximum Number shall also be increased on the sixty-fifth
(65th) day after Purchaser delivers a written notice (a "65-Day Notice") to the
Company designating a greater Maximum Number. A 65-Day Notice may be given by
Purchaser at any time and from time to time on one or more occurrences. Any
shares of Common Stock or other consideration (in the form of cash, securities
or other assets per share of Common Stock issuable to a holder of shares of
Common Stock in connection with a Change of Control (as defined in the Warrant)
that would have been issued to Purchaser upon exercise of the Warrant but for
one or more of the limitations contained in this Section 7 shall be deferred and
shall be delivered to Purchaser promptly and in any event no later than three
(3) Business Days after the date such limitations cease to restrict the issuance
of such shares (whether due to an increase in the Maximum Number so as to permit
such issuance, the disposition by Purchaser of shares of Common Stock or any
other reason) unless Purchaser has withdrawn the applicable Warrant Exercise
Notice (as defined in the Warrant).

8.     Representations and Warranties of Purchaser.  Purchaser hereby represents
and warrants to the Company on the Closing Date:



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(a)     Purchaser has been duly incorporated and is validly existing under the
laws of Bermuda as of the date hereof.


(b)     The execution, delivery and performance of this Agreement by Purchaser
have been duly authorized by all requisite corporate action and no further
consent or authorization of Purchaser, its Board of Directors or its
stockholders is required.  This Agreement has been duly executed and delivered
by Purchaser and, when duly authorized, executed and delivered by the Company,
will be a valid and binding agreement enforceable against Purchaser in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights generally and to general principles of equity.


(c)     Purchaser understands that no United States federal or state agency has
passed on, reviewed or made any recommendation or endorsement of the securities
issuable hereunder or under the Warrant.


(d)     Purchaser is an "accredited investor" as such term is defined in
Regulation D promulgated under the Securities Act.


(e)     Purchaser is purchasing the Warrant and the Common Shares issuable
thereunder for its own account for investment only and not with a view to, or
for resale in connection with, the public sale or distribution thereof in the
United States, except pursuant to sales registered under the Securities Act or
an exemption therefrom.


(f)     Purchaser understands that the Warrant and the Common Shares issuable
thereunder are being or will be offered and sold to it in reliance on specific
exemptions from the registration requirements of United States federal and state
securities laws and that the Company is relying on the truth and accuracy of,
and Purchaser's compliance with, the representations, warranties, agreements,
acknowledgments and understandings of Purchaser set forth herein in order to
determine the availability of such exemptions and the eligibility of Purchaser
to acquire the Warrant and the Common Shares issuable thereunder.


(g)     Purchaser has such knowledge and experience in financial, tax and
business matters as to be capable of evaluating the merits and risks of, and
bearing the economic risks entailed by, an investment in the Company and of
protecting its interests in connection with this transaction.  It recognizes
that its investment in the Company involves a high degree of risk.


(h)     Purchaser acknowledges that it had the opportunity to review this
Agreement and the transactions contemplated by this Agreement with his or its
own legal counsel and investment and tax advisors.  Purchaser is relying solely
on such counsel and advisors and not on any statements or representations of the
Company or any of its representatives or agents for legal, tax or investment
advice with respect to this investment, the transactions contemplated by this
Agreement or the securities laws of any jurisdiction.



<PAGE>
(i)     Purchaser and its advisors (and its counsel), if any, have been
furnished with the Company's SEC Documents and any and all other materials
relating to the business, finances and operations of the Company and information
it deemed material to making an informed investment decision.  Purchaser and its
advisors, if any, have been afforded the opportunity to ask questions of the
Company and its management.  Purchaser understands that its investment involves
a high degree of risk.  Purchaser is in a position regarding the Company, which,
based upon economic bargaining power, enabled and enables Purchaser to obtain
information from the Company in order to evaluate the merits and risks of this
investment.  Purchaser has sought such accounting, legal and tax advice, as it
has considered necessary to make an informed investment decision with respect to
this transaction.


(j)     Neither the Company, nor any of its affiliates, nor any person acting on
its or their behalf, has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D under the Securities Act) in
connection with the offer or sale of the Securities offered hereby.


(k)     Purchaser is not an officer, director or a person that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with the Company or any "Affiliate" of the Company (as
that term is defined in Rule 405 of the Securities Act).


(l)     Purchaser's trading activities with respect to the Company's Common
Stock shall be in compliance with all applicable federal and state securities
laws, rules and regulations and the rules and regulations of the Principal
Market on which the Company's Common Stock is listed or traded.


(m)     Purchaser represents and warrants to the Company that at no time on or
after January 1, 2011 and prior to the date of this Agreement has any of
Purchaser, its agents, representatives or affiliates engaged in or effected, in
any manner whatsoever, directly or indirectly, any (i) "short sale" (as such
term is defined in Section 242.200 of Regulation SHO of the Exchange Act of the
Common Stock or (ii) hedging transaction, which establishes a net short position
with respect to the Common Stock.


(n)     Neither the inquiries described above, nor any other due diligence
investigations conducted by Purchaser or its advisors, if any, or its
representatives nor any of the representations made by Purchaser herein, shall
modify, amend or affect Purchaser's right to rely on the Company's
representations and warranties contained in this Agreement.

9.     Future Equity Issuances.


(a)     If the Company engages or participates in (or intends to engage or
participate in) any discussions with any Person regarding any sale or issuance
to any Person (other than Purchaser or its affiliates) of any shares of, or
securities convertible into, exercisable or exchangeable for, or whose value is
derived in whole or in part from,



<PAGE>
any shares of any class of the Company's capital stock subsequent to the Closing
Date or the closing of any exercise of the Warrant, other than an Excluded
Issuance (a "Future Equity Issuance"), the Company shall promptly notify
Purchaser that the Company intends to effect a Future Equity Issuance.


(b)     "Excluded Issuance" means any of the following: (A) issuances pursuant
to any stock split, dividend or distribution payable in additional shares of
capital stock to holders of Common Stock, (B) sales or issuances to employees,
consultants or directors of the Company directly or pursuant to a stock option
plan, employee stock purchase plan or restricted stock plan, or other similar
arrangements related to compensation for services in effect on the date of this
Agreement, (C) issuances upon the exercise of any options or warrants to
purchase capital stock outstanding on the date hereof, in each case in
accordance with the terms of such options, warrants or securities in effect on
the date hereof, or (D) Common Shares issued or issuable under the Warrant.


(c)     No Integrated Offering.  Notwithstanding the foregoing, the Company
shall ensure that no Person acting on its behalf shall sell, offer for sale or
solicit offers to buy or otherwise negotiate in respect of any security that may
be integrated with the Offering for purposes of the Securities Act or the rules
and regulations of the SEC or the OTC.

10.     Covenants of the Company.  The Company covenants and agrees with
Purchaser as follows:


(a)     For so long as any Common Stock is issuable upon exercise of the Warrant
and for a period of one (1) year thereafter, the Company will (i) following the
date on which any Registration Statement has been declared effective, maintain
the effectiveness of such Registration Statement, (ii) maintain the eligibility
of the Common Stock for listing on the OTC Bulletin Board or any National
Exchange; (iii)  regain the eligibility of the Common Stock for listing or
quotation on all markets and exchanges including the OTC Bulletin Board in the
event that the Common Stock is delisted by the OTC Bulletin Board or any other
applicable market or exchange; (iv) obtain a listing on a market or exchange if
the Common Stock is delisted by the OTC Bulletin Board; and (v) cause the
representations and warranties contained in Section 5 to be and remain true and
correct.


(b)     If a Restatement occurs, the Company shall deliver to Purchaser a
Restatement Notice within three (3) Business Days of such Restatement.


(c)     The Company will provide Purchaser with a reasonable opportunity, which
shall not be less than two (2) full Business Days, to review and comment on any
public disclosure by the Company of information regarding this Agreement and the
transactions contemplated hereby, before such public disclosure.


(d)     The Company will make all filings required by law with respect to the
transactions contemplated hereby.



<PAGE>
(e)     The Company will comply with the terms and conditions of the Warrant as
set forth in the Warrant.


(f)     The Company shall at all times reserve for issuance such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
issuance of all Common Shares.


(g)     The Company shall, within one (1) Business Day after and excluding any
Closing Date, publicly distribute a press release disclosing the material terms
of such Closing and shall, within three (3) Business Days after and excluding
such event file a report with the SEC on Form 8-K with respect to the same.


(h)     The Company shall use its commercially reasonable efforts to cause the
Common Shares to be eligible for book-entry transfer through The Depository
Trust Company (or any successor thereto) as soon as practicable after the date
of this Agreement and thereafter to use its commercially reasonable efforts to
maintain such eligibility.


(i)     The Company shall cooperate promptly and in good faith to assist with
any assignment, pledge, hypothecation or transfer of the Common Shares or the
Warrant, including without limitation making its representatives available for
discussions with lenders and assignees and promptly processing requests to
retitle the Common Shares or the Warrant, including without limitation providing
any reasonably requested documentation or certifications.

11.     [Reserved].

12.     Restatements.


(a)     If a Restatement occurs at any time following any Closing Date or the
closing of any exercise of the Warrant, the Company shall deliver to Purchaser
and each Holder (as defined in each such Warrant) a written notice in the form
attached hereto as ANNEX B (a "Restatement Notice") within three (3) Business
Days of each Restatement, stating the date on which a Restatement has occurred
and including the documents in which the Restatement was publicly disclosed; and
the Warrant Price shall be reduced as set forth in the Warrant


(b)     "Restatement" means the earlier of (x) the announcement by the Company
of its intention to restate any portion of the Company Financial Statements and
(y) the actual restatement by the Company of any portion of the Company
Financial Statements.


(c)     "Company Financial Statements" means all financial statements (including
the notes thereto) and earnings releases filed by the Company with (or furnished
by the Company to) the SEC or publicly announced by the Company.

13.     [Reserved]


(a)     .



<PAGE>
14.     [Reserved].

15.     Fees and Expenses.  Each of Purchaser and the Company agrees to pay its
own expenses incident to the performance of its obligations hereunder,
including, but not limited to, the fees, expenses and disbursements of such
party's counsel, except as is otherwise expressly provided in this Agreement.
Notwithstanding the foregoing, the Company shall pay all fees and expenses
associated with the Registration Statement, including, without limitation, all
fees and expenses associated with any filing with OTC Bulletin Board, if
applicable.

16.     Non-Performance.

If the Company, at any time, shall fail to deliver the shares of Common Stock to
the Purchaser required to be delivered upon the exercise of the Warrant, in
accordance with the terms and conditions of the Warrant, for any reason other
than the failure of any condition precedent to the Company's obligations
hereunder or the failure by Purchaser to comply with its obligations hereunder,
then the Company shall (without limitation to Purchaser's other remedies at law
or in equity):


(a)     indemnify and hold Purchaser harmless against any loss, claim or damage
arising from or as a result of such failure by the Company (regardless of
whether any of the foregoing results from a third-party claim or otherwise); and


(b)     reimburse Purchaser for all of its reasonable out-of-pocket expenses,
including fees and disbursements of its counsel, incurred by Purchaser in
connection with this Agreement, the Warrant and the transactions contemplated
herein and therein (regardless of whether any of the foregoing results from a
third-party claim or otherwise).

17.     Indemnification.


(a)     Company Indemnification Obligation.  The Company hereby agrees to
indemnify Purchaser and each of its officers, directors, employees, consultants,
agents, attorneys, accountants and affiliates and each Person that controls
(within the meaning of Section 20 of the Exchange Act) any of the foregoing
Persons (each a "Purchaser Indemnified Party") against any claim, demand,
action, liability, damages, loss, cost or expense (including, without
limitation, reasonable legal fees and expenses incurred by such Purchaser
Indemnified Party in investigating or litigating any such proceeding) regardless
of whether any of the foregoing results from a third-party claim or otherwise
(all of the foregoing, including associated costs and expenses being referred to
herein as a "Proceeding"), that it may incur in connection with any of the
transactions contemplated hereby arising out of or based upon:


(i)     any untrue or alleged untrue statement of a material fact in a SEC
Filing by the Company or any of its affiliates or any Person acting on its or
their behalf or omission or alleged omission to state therein any material fact
necessary in order to make the statements, in the light of the circumstances
under which they were made, not misleading by the Company or any of its
affiliates or any Person acting on its or their behalf;



<PAGE>
(ii)     any of the representations or warranties made by the Company herein
being untrue or incorrect at the time such representation or warranty was made;


(iii)     any breach or non-performance by the Company of any of its covenants,
agreements or obligations under this Agreement or the Warrant; and


(iv)     any failure to deliver the Common Shares to Purchaser required to be
delivered upon exercise of the Warrant, in accordance with the terms and
conditions of the Warrant, or failure to deliver the Warrant, in accordance with
the terms and conditions of this Agreement, for any reason other than the
failure of any condition precedent to the Company's obligations hereunder or
thereunder, which condition has not been waived by the Company, or the failure
by Purchaser to comply with its obligations hereunder or thereunder, which
failure has not been waived by the Company.


(b)     Purchaser Indemnification Obligation.  Purchaser hereby agrees to
indemnify the Company and each of its officers, directors, employees,
consultants, agents, attorneys, accountants and affiliates and each Person that
controls (within the meaning of Section 20 of the Exchange Act) any of the
foregoing Persons against any Proceeding, that it may incur in connection with
any of the transactions contemplated hereby arising out of or based upon any
untrue or alleged untrue statement of a material fact regarding Purchaser that
Purchaser provided in writing expressly authorizing such fact to be included in
an SEC Filing ("Authorization Letter") by the Company or any of its affiliates
or any Person acting on its or their behalf or omission or alleged omission to
state in such Authorization Letter any material fact necessary in order to make
the statements regarding Purchaser, in the light of the circumstances under
which they were made, not misleading by Purchaser or any of its affiliates or
any Person acting on its or their behalf.


(c)     Conduct of Claims.


(i)     Whenever a claim for indemnification shall arise under this Section 17
as a result of a third-party claim, the party seeking indemnification (the
"Indemnified Party"), shall notify the party from whom such indemnification is
sought (the "Indemnifying Party") in writing of the Proceeding and the facts
constituting the basis for such claim in reasonable detail;


(ii)     Such Indemnifying Party shall have the right to retain the counsel of
its choice in connection with such Proceeding and to participate at its own
expense in the defense of any such Proceeding; provided, however, that counsel
to the Indemnifying Party shall not (except with the consent of the relevant
Indemnified Party) also be counsel to such Indemnified Party.  In no event shall
the Indemnifying Party be liable for fees and expenses of more than one counsel
(in addition to any local counsel) separate from its own counsel for all
Indemnified Parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general



<PAGE>
allegations or circumstances; and


(iii)     No Indemnifying Party shall, without the prior written consent of the
Indemnified Parties (which consent shall not be unreasonably withheld), settle
or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification could be sought under this Section 17 unless such settlement,
compromise or consent (A) includes an unconditional release of each Indemnified
Party from all liability arising out of such litigation, investigation,
proceeding or claim and (B) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any Indemnified
Party.

18.     Survival of the Representations, Warranties, etc.  The respective
representations, warranties, and agreements made herein by or on behalf of the
parties hereto shall remain in full force and effect, regardless of any
investigation made by or on behalf of the other party to this Agreement or any
officer, director or employee of, or Person controlling or under common control
with, such party and will survive delivery of and payment for any shares of
Common Stock issuable hereunder.

19.     Notices.  All communications hereunder shall be in writing and delivered
as set forth below.


(a)     If sent to Purchaser, all communications will be deemed delivered: if
delivered by hand, on the day received by Purchaser; if sent by reputable
overnight courier, on the next Business Day; and if transmitted by facsimile to
Purchaser, on the date transmitted (provided such facsimile is later confirmed),
in each case to the address set forth in ANNEX C hereto (unless otherwise
notified in writing of a substitute address).


(b)     If sent to the Company, all communications will be deemed delivered: if
delivered by hand, on the day received by the Company; if sent by reputable
overnight courier, on the next Business Day; and if transmitted by facsimile to
the Company, on the date transmitted (provided such facsimile is later
confirmed), in each case to the following address (unless otherwise notified in
writing of a substitute address):

High Plains Gas, Inc.
3601 Southern Dr
Gillette, WY 82718
Attention:     Chief Financial Officer
Telephone:     (307) 682-7206
Facsimile:     (888) 879-0251

With a copy to:

High Plains Gas, Inc.
3601 Southern Dr

<PAGE>
Gillette, WY 82718

Attention:     Brent M. Cook
Telephone:     (307) 686-5030
Facsimile:     (307) 682-7206

With a copy to:

Cutler Law Group PC
3355 W Alabama, Ste 1150
Houston, TX 77098
Attention:  M. Richard Cutler
Telephone:  (713) 888-0040
Facsimile:  (800) 836-0714


(c)     To the extent that any funds shall be delivered to the Company by wire
transfer, unless otherwise instructed by the Company, such funds should be
delivered in accordance with the wire instructions set forth in ANNEX D.


(d)     If the Company does not agree and acknowledge or object to the delivery
of any Warrant Exercise Notice (as defined in the Warrant), in each case by 5:00
PM, New York time, on the Business Day following the date of delivery of such
notice, such non-response by the Company shall be deemed to be agreement and
acknowledgment by the Company with the terms of such notice.

20.     Miscellaneous.


(a)     The parties may execute and deliver this Agreement as a single document
or in any number of counterparts, manually, by facsimile or by other electronic
means, including contemporaneous xerographic or electronic reproduction by each
party's respective attorneys.  Each counterpart shall be an original, but a
single document or all counterparts together shall constitute one instrument
that shall be the agreement.


(b)     This Agreement will inure to the benefit of and be binding upon the
parties hereto, their respective successors and assigns and, with respect to
Section 17 hereof, will inure to the benefit of their respective officers,
directors, employees, consultants, agents, attorneys, accountants and affiliates
and each Person that controls (within the meaning of Section 20 of the Exchange
Act) any of the foregoing Persons, and no other Person will have any right or
obligation hereunder.  The Company may not assign this Agreement.
Notwithstanding anything to the contrary in this Agreement, Purchaser may
assign, pledge, hypothecate or transfer any of the rights and associated
obligations contemplated by this Agreement (including, but not limited to, the
shares of Common Stock), in whole or in part, at its sole discretion (including,
but not limited to, assignments, pledges, hypothecations and transfers in
connection with financing, derivative or hedging transactions with respect to
this Agreement and the shares of Common Stock), provided, that, any such
assignment, pledge, hypothecation or transfer



<PAGE>
must comply with applicable federal and state securities laws.  No Person
acquiring Common Stock from Purchaser pursuant to a public market purchase will
thereby obtain any of the rights contained in this Agreement.  This Agreement,
together with the Warrant, constitutes the entire agreement and supersedes all
prior agreements and understandings, both written and oral, between the parties
hereto with respect to the subject matter of this Agreement.  Except as provided
in this Section 20(b), this Agreement is not intended to confer upon any Person
other than the parties hereto any rights or remedies hereunder.


(c)     This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York, and each of the parties hereto
hereby submits to the exclusive jurisdiction of any state or federal court in
the Southern District of New York and any court hearing any appeal therefrom,
over any suit, action or proceeding against it arising out of or based upon this
Agreement (a "Related Proceeding").  Each of the parties hereto hereby waives
any objection to any Related Proceeding in such courts whether on the grounds of
venue, residence or domicile or on the ground that the Related Proceeding has
been brought in an inconvenient forum.


(d)     Each party represents and acknowledges that, in the negotiation and
drafting of this Agreement and the other instruments and documents required or
contemplated hereby, it has been represented by and relied upon the advice of
counsel of its choice.  Each party hereby affirms that its counsel has had a
substantial role in the drafting and negotiation of this Agreement and such
other instruments and documents.  Therefore, each party agrees that no rule of
construction to the effect that any ambiguities are to be resolved against the
drafter shall be employed in the interpretation of this Agreement and such other
instruments and documents.


(e)     Purchaser and the Company stipulate that the remedies at law of the
parties hereto in the event of any default or threatened default by either party
in the performance of or compliance with any of the terms of this Agreement and
the Warrant are not and will not be adequate and that, to the fullest extent
permitted by law, such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.


(f)     Any and all remedies set forth in this Agreement or the Warrant:  (i)
shall be in addition to any and all other remedies Purchaser or the Company may
have at law or in equity, (ii) shall be cumulative, and (iii) may be pursued
successively or concurrently as each of Purchaser and the Company may elect.
The exercise of any remedy by Purchaser or the Company shall not be deemed an
election of remedies or preclude Purchaser or the Company, respectively, from
exercising any other remedies in the future.


(g)     The Company agrees that the parties have negotiated in good faith and at
arms' length concerning the transactions contemplated herein, and that Purchaser
would not have agreed to the terms of this Agreement without each and every of
the terms, conditions, protections and remedies provided herein and the Warrant.
Except as



<PAGE>
specifically provided otherwise in this Agreement and the Warrant, the Company's
obligations to indemnify and hold Purchaser harmless in accordance with Section
17 of this Agreement are obligations of the Company that the Company promises to
pay to Purchaser when and if they become due.  The Company shall record any such
obligations on its books and records in accordance with U.S. generally accepted
accounting principles.


(h)     This Agreement may be amended, modified or supplemented in any and all
respects, but only by a written instrument signed by Purchaser and the Company
expressly stating that such instrument is intended to amend, modify or
supplement this Agreement.


(i)     Each of the parties will cooperate with the others and use its best
efforts to prepare all necessary documentation, to effect all necessary filings,
and to obtain all necessary permits, consents, approvals and authorizations of
all governmental bodies and other third-parties necessary to consummate the
transactions contemplated by this Agreement.


(j)     For purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:  (i) the terms defined in this
Agreement have the meanings assigned to them in this Agreement and include the
plural as well as the singular, and the use of any gender herein shall be deemed
to include the other gender and neuter gender of such term; (ii) accounting
terms not otherwise defined herein have the meanings assigned to them in
accordance with U.S. generally accepted accounting principles; (iii) references
herein to "Articles", "Sections", "Subsections", "Paragraphs" and other
subdivisions without reference to a document are to designated Articles,
Sections, Subsections, Paragraphs and other subdivisions of this Agreement,
unless the context shall otherwise require; (iv) a reference to a Subsection
without further reference to a Section is a reference to such Subsection as
contained in the same Section in which the reference appears, and this rule
shall also apply to Paragraphs and other subdivisions; (v) the words "herein",
"hereof", "hereunder" and other words of similar import refer to this Agreement
as a whole and not to any particular provision; (vi) the term "include" or
"including" shall mean without limitation; (vii) the table of contents to this
Agreement and all section titles or captions contained in this Agreement or in
any Schedule or Annex hereto or referred to herein are for convenience only and
shall not be deemed a part of this Agreement and shall not affect the meaning or
interpretation of this Agreement; (viii) any agreement, instrument or statute
defined or referred to herein means such agreement, instrument or statute as
from time to time amended, modified or supplemented, including (in the case of
agreements or instruments) by waiver or consent and (in the case of statutes) by
succession of comparable successor statues and references to all attachments
thereto and instruments incorporated therein; and (ix) references to a Person
are also to its permitted successors and assigns and, in the case of an
individual, to his or her heirs and estate, as applicable.


(k)     If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law or public policy all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect.  If the



<PAGE>
final judgment of a court of competent jurisdiction or other authority declares
that any term or provision hereof is invalid, void or unenforceable, the parties
agree that the court making such determination shall have the power to reduce
the scope, duration, area or applicability of the term or provision, to delete
specific words or phrases, or to replace any invalid, void or unenforceable term
or provision with a term or provision that is valid and enforceable and that
comes closest to expressing the intention of the invalid or unenforceable term
or provision.  Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.


(l)     Time shall be of the essence in this Agreement.


(m)     All dollar ($) amounts set forth herein and in the Warrant refer to
United States dollars.  All payments hereunder and thereunder will be made in
lawful currency of the United States of America.


(n)     Notwithstanding anything herein to the contrary, all measurements and
references related to share prices and share numbers herein will be, in each
instance, appropriately adjusted for stock splits, recombinations, stock
dividends and the like.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement, all as of the date first set forth above.

                              HIGH PLAINS GAS, INC.



                              By:
                              Name:
                              Title:



                              FLETCHER INTERNATIONAL, LTD.,
                              by its duly authorized investment advisor,
                              FLETCHER ASSET MANAGEMENT, INC.


                              By:
                              Name:
                              Title:



                              By:
                              Name:
                              Title:
















                          SIGNATURE PAGE TO AGREEMENT