EXHIBIT "C"

                                WARRANT AGREEMENT







<PAGE>


NEITHER  THIS  WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE
HAVE  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED (THE
"SECURITIES  ACT"),  OR  ANY  APPLICABLE  STATE  SECURITIES LAWS, AND MAY NOT BE
OFFERED,  SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS PURSUANT
TO  REGISTRATION  UNDER  THE  SECURITIES  ACT OR IN COMPLIANCE WITH AN EXEMPTION
THEREFROM  ESTABLISHED  BY  AN OPINION OF COUNSEL OR OTHERWISE TO THE REASONABLE
SATISFACTION  OF  THE  COMPANY.

Warrant.  Number  of  Shares:  AS  CALCULATED  BELOW

Date  of  Issuance:  July  30,  2004

                            ROCKY MOUNTAIN GAS, INC.
                            ------------------------

                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------

     THIS IS TO CERTIFY THAT, for value received, GEDDES AND COMPANY, an Arizona
company  (the  "Registered  Holder"),  or  its permitted assigns, is entitled to
purchase  from ROCKY MOUNTAIN GAS, INC., a Wyoming corporation (the "Company" or
"RMG"),  pursuant  to a Credit Agreement dated July 30, 2004 between U.S. Energy
Corp.  and  Geddes  and Company, at the purchase price per share provided by the
following  table,  the  following  number(s) of common shares of the Company The
"Warrant  Shares"):

     AMOUNT  OF  LOAN  DRAWN  DOWN

<TABLE>
<CAPTION>


$   0          $1,000,001     $2,000,001                            Terms
    to             to             to          Total                  and
$1,000,000     $2,000,000     $3,000,000     Warrants          Exercise Price
----------     ----------     ----------     --------   ----------------------------


  150,000       +75,000        +75,000      300,000    5 year warrants @3.00/share*
<C>      <C>      <C>      <C>      <S>

   50,000       +25,000        +25,000      100,000    5 year warrants @3.25/share*
   50,000       +25,000        +25,000      100,000    5 year warrants @3.50/share*
   50,000       +25,000        +25,000      100,000    5 year warrants @3.75/share*
   -------      -------        -------      -------  ------------------------------
   300,000      150,000        150,000      600,000      Total Warrants
</TABLE>

*  The  "Exercise  Price" shall mean the lesser of $3.00 per share or the lowest
purchase  price  per  share  actually paid to and received by RMG from investors
after  the  date hereof in RMG private placements until $20 million (of which at
least  $15  million  must  be  cash and of which up to $5 million [determined in
accordance  with generally accepted accounting principles] may be in the form of
producing  properties)  is  cumulatively received (the "Offer Completion Date").
The  above listed prices of $ 3.25 to $ 3.75 shall also be adjusted accordingly.
For  example,  if  the Exercise Price were $ 2.90 then the $ 3.25 would become $
3.14  (8% above $ 2.90), $ 3.50 would become $ 3.38 and $ 3.75 would then become
$  3.63.  The  number  of  Warrant  Shares  will  be determined by the aggregate


                                        1
<PAGE>


amount  of  advances  pursuant  to the Loan as described in the table above, and
shall  consist  of duly authorized, validly issued, fully paid and nonassessable
shares of Common Stock, $0.01 par value per share, of the Company. The number of
shares  subject  to  purchase  hereunder  and  the Exercise Price are subject to
adjustment  as  provided herein. The Warrants shall expire at 5:00 p.m., C.S.T.,
on  the  fifth  anniversary of the Offer Completion Date, but no later than July
30,  2019  ("Expiration  Date").

                                    ARTICLE I
                                    ---------

                              Exercise of Warrant
                              -------------------

     1.1  Method  of  Exercise.  This Warrant may be exercised by the Registered
          --------------------
Holder  as  a  whole  or in part from time to time until the Expiration Date, at
which  time  this Warrant shall expire and be of no further force or effect. The
minimum  number  of  Warrant  Shares  that may be purchased on a single exercise
shall  be 10,000 or the entire number of shares remaining available for exercise
hereunder, whichever is less. To exercise this Warrant, the Registered Holder or
permitted  assignees of all rights of the Registered Holder shall deliver to the
Company, at the Warrant Office designated in Section 2.1(a), a written notice in
the  form of the Purchase Form attached as Exhibit A hereto, stating therein the
election  of the Registered Holder or such permitted assignees of the Registered
Holder to exercise this Warrant in the manner provided in the Purchase Form, (b)
payment  in full of the Exercise Price for the Warrant Shares purchased, and (c)
this  Warrant. Subject to compliance with Section 3.1(a)(vi), this Warrant shall
be  deemed to be exercised on the date of receipt by the Company of the Purchase
Form,  accompanied  by  payment  for  the  Warrant  Shares  to  be purchased and
surrender  of this Warrant, and such date is referred to as the "Exercise Date."
                                                                 -------------
Upon such exercise, the Company shall issue and deliver to the Registered Holder
a  certificate  for  the  full  number  of the Warrant Shares purchasable by the
Registered  Holder  hereunder,  against  the receipt by the Company of the total
Exercise  Price  payable  hereunder  for  all  such Warrant Shares in cash or by
certified  or  cashier's  check. The Person in whose name the certificate(s) for
Common  Stock  is to be issued shall be deemed to have become a holder of record
of the Common Stock on the Exercise Date. In case such exercise is in part only,
a  new warrant or warrants (dated the date hereof) of like tenor, calling in the
aggregate on the face or faces thereof for the number of Warrant Shares equal to
the  number of such shares called for by this Warrant minus the number of shares
of  Common  Stock  purchased  by the Registered Holder upon exercise as provided
herein.

     1.2 Fractional Shares. No fractional shares of Common Stock shall be issued
         -----------------
upon  exercise  of  this  Warrant.

                                   ARTICLE II

                            Warrant Office; Transfer
                            ------------------------

     2.1  Warrant  Office.  The  Company  shall  maintain  an office for certain
          ---------------
purposes  specified  herein (the "Warrant Office"), which office shall initially
                                  --------------
be  the Company's office at 877 North 8th West, Riverton, Wyoming 82501, and may
subsequently be such other


                                        2
<PAGE>


office  of  the  Company  or  of any transfer agent of the Common Stock of which
written  notice  has previously been given to the Registered Holder. The Company
shall  maintain,  at the Warrant Office, a register for the Warrant in which the
Company  shall  record the name and address of the Registered Holder, as well as
the  name and address of each permitted assignee of the rights of the Registered
Holder.

     2.2  Ownership  of  Warrant.  The Company may deem and treat the Registered
          ----------------------
Holder  as  the  holder  and  owner  hereof  (notwithstanding  any  notations of
ownership  or  writing  hereon  made  by  anyone other than the Company) for all
purposes  and  shall  not  be  affected  by  any  notice  to the contrary, until
presentation  of  this  Warrant  for  registration  of  transfer.

     2.3  Transfer  of  Warrants.  The Company agrees to maintain at the Warrant
          ----------------------
Office books for the registration and transfer of this Warrant. This Warrant may
be  transferred  in whole or in part only in compliance with the applicable law.
The  Company,  from time to time, shall register the transfer of this Warrant in
such  books  upon  surrender  of  this  Warrant  at the Warrant Office, properly
endorsed,  together  with a written assignment of this Warrant, substantially in
the  form  of  the Assignment attached as Exhibit B hereto. Upon transfer, a new
Warrant  shall  be  issued  to  the transferee, and the Company shall cancel the
surrendered  Warrant.  The  Registered  Holder shall pay all taxes and all other
expenses  and  charges  payable  in  connection  with  the  transfer of Warrants
pursuant  to  this  Section  2.3.

     2.4  No Rights as Shareholder Until Exercise. This Warrant does not entitle
          ---------------------------------------
the  Registered  Holder to any voting rights or other rights as a shareholder of
the  Company  prior  to  exercise.  Upon  the  surrender of this Warrant and the
payment  of  the aggregate Exercise Price, the Warrant Shares so purchased shall
be  issued to the Registered Holder as the record owner of such shares as of the
close of business on the later of the date of such surrender or payment. Warrant
Shares  shall be issued subject to no restrictions upon transfer or sale, except
applicable  securities  laws.

     2.5  Registration  Rights.  The  Company  agrees that at the request of the
          --------------------
Registered Holder (or Registered Holders, provided request is made by Registered
Holders  with  60% of the Warrants Shares issuable on exercise of this Warrant),
made  at  any  time  after  the Company has a class of stock registered with the
Securities  and  Exchange  Commission under the Securities Exchange Act of 1934,
public resale of the Warrant Shares shall be covered by a registration statement
on  an  appropriate form to be filed with the Securities and Exchange Commission
under  the  Securities  Act.

     Once public, the Company shall use its commercially reasonable best efforts
to  file the registration statement as soon as possible after receipt of request
from  the  Registered  Holder,  it  being  understood  that a request for filing
received  in the first quarter may result in a delay of filing until the Company
has  filed  its  annual  report with the Securities and Exchange Commission. The
Company  will file the registration statement at its sole cost and expense, have
it  declared  effective  as  soon as practicable, and maintain such registration
statement  in  effect  until  the first to occur of the following: (a) the third
anniversary  of effective date, (b) the date when all of the Warrant Shares have
been  sold;


                                        3
<PAGE>


or  (c) the date the Registered Holder(s) is or are able to immediately sell the
Warrant  Shares  pursuant  to  Rule  144. The benefits of this section 2.5 shall
extend  to  each  Registered  Holder.

     When, pursuant to this Section, the Company shall take any action to permit
a  public  offering  or  sale  or  other distribution of the Warrant Shares, the
Company  shall:

     (a)  furnish,  without  charge, to each Registered Holder of Warrant Shares

          (i)  a  reasonable  number  of  copies  of such registration statement
               (including  any exhibits thereto other than exhibits incorporated
               by  reference), and each amendment and supplement thereto as such
               Registered  Holder  may  request,

          (ii) such  number  of  copies  of  the  prospectus  included  in  such
               registration statement (including each preliminary prospectus and
               any  other  prospectus  filed under Rule 424 under the Securities
               Act)  as  such  Registered Holder may request, in conformity with
               the  requirements  of  the  Securities  Act,  and

          (iii)  such  other  documents as such Registered Holder may reasonably
               request  in  order  to  facilitate the disposition of the Warrant
               Shares.

     (b)  bear  the  complete  cost  and  expense  of  such  registrations  or
          qualifications.

     (c)  indemnify  and  hold  harmless  each  Registered  Holder  and  each
          underwriter,  within  the  meaning  of  the  Securities  Act,  who may
          purchase  from  or  sell  for a Registered Holder, any Warrant Shares,
          from  and against any and all losses, claims, damages, and liabilities
          (including  but  not  limited  to,  any  and  all  expenses whatsoever
          reasonably incurred in investigating, preparing, defending or settling
          any  claim)  arising  from

          (i)  any  untrue  or  alleged  untrue  statement  of  a  material fact
               contained  in  any  registration  statement furnished pursuant to
               this  Section,  or  any  prospectus  included  herein  or

          (ii) any omission or alleged omission to state therein a material fact
               required to be stated therein or necessary to make the statements
               therein  not  misleading.  The  Company  shall  not be liable for
               amounts  paid  in  settlement  of  any  such  litigation  if such
               settlement  was  effected without the consent of the Company. The
               indemnity  agreement of the Company herein shall not inure to the
               benefit  of any such underwriter (or to the benefit of any person
               who  controls such underwriter) on


                                        4
<PAGE>


               account  of  any losses, claims, damages, liabilities (or actions
               or  proceedings  in respect thereof) arising from the sale of any
               of  such  Warrant  Shares by such underwriter to a person if such
               underwriter  failed  to  send  or  give  a copy of the prospectus
               furnished  pursuant  to  this  Section,  as  the same may then be
               supplemented  or  amended  (if such supplement or amendment shall
               have  been furnished the Registered Holders), to such person with
               or  prior  to  the  written  confirmation  of  the sale involved.

     The  Registered  Holder  shall  supply  such information as the Company may
     reasonably  require from such Registered Holder, or any underwriter for the
     Registered  Holder,  for  inclusion  in such registration statement or post
     effective  amendment.

     2.6  Expenses  of  Delivery of Warrants. Except as provided in Section 2.3,
          ----------------------------------
the  Company  shall  pay  all  reasonable  expenses and other charges payable in
connection  with  the preparation, issuance and delivery of Warrants and related
Warrant  Shares  hereunder.

     2.7  Compliance  with  Securities  Laws.  The  Registered  Holder  (and its
          ----------------------------------
transferees  and  assigns),  by acceptance of this Warrant, covenants and agrees
that such Registered older is acquiring the Warrants evidenced hereby, and, upon
exercise  hereof,  the  Warrant Shares, for its own account as an investment and
not  with  a  view to distribution thereof. Neither this Warrant nor the Warrant
Shares  issuable  hereunder have been registered under the Securities Act or any
state  securities  laws  and  no  transfer of this Warrant or any Warrant Shares
shall  be  permitted  unless the Company has received notice of such transfer in
the  form  of  the  assignment  attached  hereto as Exhibit B, accompanied by an
opinion of counsel reasonably satisfactory to the Company that an exemption from
registration  of  such  Warrant  or  Warrant  Shares under the Securities Act is
available for such transfer. Upon exercise of the Warrants, certificates for the
Warrant  Shares  shall  bear  a  restrictive  legend  substantially  as follows:

     "The  securities  represented  by this certificate have not been registered
     under the Securities Act of 1933, as amended, or the securities laws of any
     state  (collectively,  the  "Acts").  Neither  the  shares nor any interest
     therein  may  be offered, sold, transferred, pledged, or otherwise disposed
     of  in  the  absence of an effective registration statement with respect to
     the  shares  under  all  of  the  applicable Acts, or an opinion of counsel
     satisfactory  to  Rocky  Mountain  Gas,  Inc.  to  the  effect  that  such
     registration  is  not  required."

     (c)  Any  attempted  transfer  of  the  Warrant  or  Warrant  Shares not in
compliance  with  the  provisions  of  this  section  shall  be  void.


                                        5
<PAGE>


                                  ARTICLE III

                            Anti-Dilution Provisions
                            ------------------------

     3.1 Adjustment of Exercise Price and Number of Warrant Shares. The Exercise
         ---------------------------------------------------------
Price  and  number of Warrant Shares shall be subject to adjustment from time to
time  as  hereinafter  provided  in  this  Article  III.

     (a)  Adjustments.  The Exercise Price and number of Warrant Shares shall be
          -----------
subject  to  adjustment  from  time  to  time  as  follows:

          (i)  Adjustment  for  Stock  Splits  and  Combinations. If the Company
               -------------------------------------------------
     shall,  at  any  time  or  from  time  to  time  after the date hereof (the
     "Original  Issue  Date")  while  this Warrant remains outstanding, effect a
      ---------------------
     subdivision  of  the outstanding Common Stock or a dividend in Common Stock
     shall  be paid in respect of the Common Stock, the Exercise Price in effect
     immediately  before  such  subdivision  shall be proportionately decreased.
     Conversely, if the Company shall at any time or from time to time after the
     Original  Issue  Date combine the outstanding shares of Common Stock into a
     smaller  number  of shares, the Exercise Price in effect immediately before
     such combination shall be proportionately increased. When any adjustment is
     required  to  be  made in the Exercise Price, the number of Warrants Shares
     purchasable  upon  the  exercise  of  this  Warrant shall be changed to the
     number  determined  by dividing (i) an amount equal to the number of shares
     issuable  upon  the  exercise  of  this  Warrant  immediately prior to such
     adjustment, multiplied by the Exercise Price in effect immediately prior to
     such  adjustment,  by  (ii)  the Exercise Price in effect immediately after
     such  adjustment.  Any adjustment under this Section 3.1(a)(i) shall become
     effective  at  the  close  of  business  on  the  date  the  subdivision or
     combination  becomes  effective.

          (ii)  Adjustment  for Reclassification, Exchange, and Substitution. If
                ------------------------------------------------------------
     at  any  time or from time to time after the Original Issue Date while this
     Warrant remains outstanding, the Common Stock is changed into the same or a
     different  number  of  shares  of any class or classes of stock, whether by
     recapitalization,  reclassification  or  otherwise,  the  Registered Holder
     shall  have  the  right  thereafter to convert such stock into the kind and
     amount of stock and other securities receivable upon such recapitalization,
     reclassification or other change by holders of the maximum number of shares
     of  Common  Stock  into  which  such shares of Common Stock could have been
     converted  immediately  prior to such recapitalization, reclassification or
     change.

          (iii) Other Dilutive Events. In case any material event shall occur as
                ---------------------
     to  which  the provisions of Section 3.1(a) are not strictly applicable but
     the  failure  to  make  an adjustment would not fairly protect the purchase
     rights  represented by this Warrant in accordance with the essential intent
     and  principles  of  such  section,  then,  in such case, at the Registered
     Holder's request, the Company shall appoint a firm of independent certified
     public  accountants of recognized standing and reasonably acceptable to the
     Registered  Holder  ("Firm").  Such  Firm shall give their opinion


                                        6
<PAGE>


     upon  the  adjustment  in  the Exercise Price and/or Warrants, if any, on a
     basis  necessary  to  preserve,  without  dilution,  the  purchase  rights
     represented by this Warrant. Upon receipt of such opinion, the Company will
     promptly  mail  a  copy thereof to the Registered Holder and shall make the
     adjustments  described  therein;  if such adjustments result in a change in
     exercise  price  of  less than 5%, then the Registered Holder shall pay the
     cost  of  the  Firm's  review.

          (iv)  No Dilution or Impairment. The Company will not, by amendment of
                -------------------------
     its  charter or through any consolidation, merger, reorganization, transfer
     of  assets, dissolution, issue or sale of securities or any other voluntary
     action,  avoid or seek to avoid the observance or performance of any of the
     terms  of  the  Warrants, but will at all times in good faith carry out all
     such  terms  and take all such action as may be necessary or appropriate in
     order to protect the rights of the holders of the Warrants against dilution
     or  other impairment. Without limiting the generality of the foregoing, the
     Company  a) will not permit the par value of any shares of stock receivable
     upon  the  exercise  of the Warrants to exceed the amount payable therefore
     upon  such  exercise,  b)  will take all such action as may be necessary or
     appropriate  in  order that the Company may validly and legally issue, free
     from  preemptive rights, fully paid and non-assessable shares of stock upon
     the exercise of all Warrants from time to time outstanding, and c) will not
     take any action which results in any adjustment of the Warrant Price if the
     total  number  of shares of Common Stock issuable after the action upon the
     exercise  of all of the Warrants would exceed the total number of shares of
     Common Stock then authorized by the Company's charter and available for the
     purpose  of  issue  upon  such  exercise.

          (v)  Determinations.  All  determinations  by  the  Company  under the
               --------------
     provisions  of  this Warrant shall be made in good faith with due regard to
     the  interests  of  the  Registered  Holder,  and  in  accordance with good
     financial  practice.

          (vi)  Reorganizations,  Reclassifications, Mergers, Consolidations, or
                ----------------------------------------------------------------
     Sales  of  Assets.  If  at any time or from time to time after the Original
     -----------------
     Issue  Date  while  this  Warrant  remains  outstanding, there is a capital
     reorganization  or  reclassification  of  the  Common Stock or a merger, or
     consolidation  of  the Company with or into another corporation or transfer
     or sales of substantially all of the assets of the Company, provision shall
     be  made  so  that  the  Registered  Holder shall thereafter be entitled to
     receive  upon  exercise  hereof  the  number  of  shares  of stock or other
     securities  or  property  of the Company to which a holder of the number of
     shares  of Common Stock deliverable upon exercise immediately prior to such
     event  would have been entitled as a result of such Company reorganization,
     reclassification, merger, consolidation or sale of substantially all of the
     Company  assets.

          (vii)  Rounding  of Calculations; Minimum Adjustment. All calculations
                 ---------------------------------------------
     under  this Section 3.1(a) shall be made to the nearest cent. Any provision
     of  this  Section


                                        7
<PAGE>


     3.1  to  the  contrary notwithstanding, no adjustment in the Exercise Price
     shall be made if the amount of such adjustment would be less than one cent.

          (viii)  Timing  of  Issuance  of  Additional Common Stock Upon Certain
                  --------------------------------------------------------------
     Adjustments.  In  any  case  in which the provisions of this Section 3.1(a)
     -----------
     shall require that an adjustment shall become effective immediately after a
     record  date  for  an  event, the Company may defer until the occurrence of
     such  event  issuing  to  the  Registered Holder after such record date and
     before  the  occurrence of such event the additional shares of Common Stock
     or  other  property  issuable or deliverable upon exercise by reason of the
     adjustment required by such event over and above the shares of Common Stock
     or  other property issuable or deliverable upon such exercise before giving
     effect to such adjustment; provided, however, that the Company upon request
                                --------  -------
     shall  deliver  to  such  Registered Holder a due bill or other appropriate
     instrument  evidencing  such  Registered  Holder's  right  to  receive such
     additional  shares or other property, and such cash, upon the occurrence of
     the  event  requiring  such  adjustment.

     (b)  Statement  Regarding Adjustments. Whenever the Exercise Price shall be
          --------------------------------
adjusted  as  provided  in Section 3.1(a), and upon each change in the number of
shares  of  the Common Stock issuable upon exercise of this Warrant, the Company
shall  thereafter give notice thereof to the Registered Holder, with a statement
showing in detail the facts requiring such adjustment and the Exercise Price and
new  number  of  shares  issuable that shall be in effect after such adjustment.

     3.2  Costs.  The Registered Holder shall pay all direct documentary, stamp,
          -----
transfer  or  other transactional taxes attributable to the issuance or delivery
of  the  Warrant  Shares  upon  exercise  of  this Warrant, or in respect of any
transfer  of  the  Warrant  Shares.

     3.3  Reservation  of Shares. The Company shall reserve at all times so long
          ----------------------
as  this  Warrant  remains  outstanding, free from preemptive rights, out of its
treasury  Common Stock or its authorized but unissued shares of Common Stock, or
both,  solely  for  the  purpose  of  effecting  the  exercise  of this Warrant,
sufficient  shares  of  Common  Stock  to  provide  for  the  exercise  hereof.

     3.4  Valid  Issuance.  All  shares of Common Stock which may be issued upon
          ---------------
exercise  of  this Warrant will upon issuance by the Company be duly and validly
issued,  fully paid and nonassessable and free from all taxes, liens and charges
with  respect to the issuance thereof attributable to any act or omission by the
Company, and the Company shall take no action which will cause a contrary result
(including  without  limitation, any action which would cause the Exercise Price
to  be  less  than  the  par  value,  if  any,  of  the  Common  Stock).

     3.5  Reporting.  So  long  as this Warrant remains outstanding, the Company
          ---------
shall  furnish  to  the  Registered  Holder,  the  Company's quarterly financial
statements,  including balance sheets and statements of income, which statements
shall  be  annually  audited, as soon as practicable after they are prepared for
internal  use.


                                        8
<PAGE>


                                   ARTICLE IV

                            Covenant of the Company
                            -----------------------

     The  Company  covenants  and agrees that this Warrant shall be binding upon
any  corporation  succeeding  to  the  Company  by  merger  or  consolidation.

                                    ARTICLE V

                                  Miscellaneous
                                  -------------

     5.1  Governing  Law.  This  Warrant  shall  be governed by and construed in
          --------------
accordance with the internal laws of the State of Wyoming, without regard to its
conflict  of  law provisions. Any litigation shall be conducted in the courts of
the  State  of  Wyoming,  or  the  United  States  District  Court  for Wyoming.

     5.2  Waiver  and  Amendment.  Any  term or provision of this Warrant may be
          ----------------------
waived  at  any time by the party which is entitled to the benefits thereof, and
any term or provision of this Warrant may be amended or supplemented at any time
by  the  written consent of the parties (it being agreed that an amendment to or
waiver  under  any of the provisions of Article III of this Warrant shall not be
considered  an amendment of the number of Warrant Shares or the Exercise Price).
No  waiver by any party of any default, misrepresentation, or breach of warranty
or  covenant hereunder, whether intentional or not, shall be deemed to extend to
any  prior  or  subsequent  default, misrepresentation, or breach of warranty or
covenant  hereunder or affect in any way any rights arising because of any prior
or  subsequent  such  occurrence.

     5.4  Illegality.  In  the  event  that  any  one  or more of the provisions
          ----------
contained  in  this  Warrant  shall  be  determined  to  be  invalid, illegal or
unenforceable  in  any  respect  for  any  reason,  the  validity,  legality and
enforceability  of  any  such  provision  in any other respect and the remaining
provisions  of this Warrant shall not, at the election of the party for whom the
benefit  of  the  provision  exists,  be  in  any  way  impaired.

     5.5  Notice. Any notice or other document required or permitted to be given
          ------
or  delivered  to  the  Registered  Holder  shall  be  delivered  at, or sent by
certified  or  registered  mail  to  such Registered Holder at, the last address
shown  on  the  books  of  the  Company maintained at the Warrant Office for the
registration  of  this  Warrant  or  at  any  more  recent  address of which the
Registered  Holder  shall  have  notified  the Company in writing. Any notice or
other  document  required  or permitted to be given or delivered to the Company,
other  than  such  notice  or  documents required to be delivered to the Warrant
Office,  shall  be delivered at, or sent by certified or registered mail to, the
office  of  the  Company  at  877 North 8th West, Riverton, Wyoming 82501 or any
other  address as shall have been designated in writing by the Company delivered
to  the  Registered  Holder.

     5.6  Exchange, Loss, Destruction, etc. of Warrant. Upon receipt of evidence
          --------------------------------------------
satisfactory  to  the  Company  (an  affidavit of the Registered Holder shall be
satisfactory


                                        9
<PAGE>


evidence) of the loss, theft, mutilation or destruction of this Warrant, and, in
the  case  of  any  such  loss, theft or destruction, upon delivery of a bond of
indemnity  in  such  form  and amount as shall be reasonably satisfactory to the
Company,  or, in the event of such mutilation upon surrender and cancellation of
this  Warrant, the Company will make and deliver a new Warrant of like tenor, in
lieu  of  such  lost, stolen, destroyed or mutilated Warrant; provided, however,
                                                              --------  -------
that  the  original  Registered  Holder of this Warrant shall not be required to
provide any such bond of indemnity and may in lieu thereof provide his agreement
of  indemnity.  Any  Warrant  issued under the provisions of this Section 6.8 in
lieu  of  any Warrant alleged to be lost, destroyed or stolen, or in lieu of any
mutilated  Warrant,  shall  constitute an original contractual obligation on the
part of the Company. This Warrant shall be promptly canceled by the Company upon
the  surrender  hereof  in  connection  with  any  exchange  or replacement. The
Registered  Holder  of  this  Warrant  shall pay all taxes (including securities
transfer  taxes)  and  all  other  reasonable  expenses  and  charges payable in
connection  with  the  preparation,  execution  and  delivery  of  replacement
Warrant(s).

     5.7  Headings.  The  Article  and Section and other headings herein are for
          --------
convenience  only  and  are  not a part of this Warrant and shall not affect the
interpretation  thereof.

     5.8  Successors  and  Assigns.  Subject to applicable securities laws, this
          ------------------------
Warrant  and  the  rights  and  obligations  evidenced hereby shall inure to the
benefit  of and be binding upon the successors of the Company and the successors
and  permitted  assigns of Registered Holder. The provisions of this Warrant are
intended  to  be  for the benefit of all Registered Holders from time to time of
this  Warrant  and  shall  be  enforceable  by  any  such  Registered  Holder.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
name.

     Dated:  July  30,  2004

                                        ROCKY  MOUNTAIN  GAS,  INC.



                                        By:   /s/ Mark J. Larsen
                                           -------------------------------------
                                             Mark  J.  Larsen
                                             President


                                       10
<PAGE>


                                    Exhibit A

                                  PURCHASE FORM

To:     Rocky  Mountain  Gas,  Inc.

     The  undersigned,  pursuant  to  the  provisions  set forth in the attached
Warrant, hereby irrevocably elects to purchase shares of Common Stock covered by
such  Warrant,  and  pays  $                       for  the  Exercise  Price.
                            ---------------------


                                        Date:                          ,  2004
                                              -------------------------


     Name:
          -----------------------------

     Title:
           ----------------------------



                                       11
<PAGE>


                                    Exhibit B

                                   ASSIGNMENT

     For  value  received,,  hereby sells, assigns and transfers unto the within
Warrant,  together  with  all  right, title and interest therein and does hereby
irrevocably  constitute and appoint                     as attorney, to transfer
                                    -------------------
said  Warrant  on  the  books  of  the Company, with full power of substitution.





Dated:                                ,  2004
      --------------------------------


                                       12
<PAGE>