Exhibit
      10.5




CONFIDENTIAL
      PORTIONS HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
      AND
      HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
      "COMMISSION").




AMENDMENT
      TO THE


LICENSE
      AGREEMENT


DATED
      AS OF APRIL 10, 2006




Amendment
      (“Amendment”) dated as of December 4, 2007, by and among New York Mercantile Exchange,
      Inc. (“NYMEX”); United
      States Oil Fund, LP (“USOF”); United States Natural
      Gas Fund,
      LP (“USNG”); United
      States Gasoline Fund, LP (“USGF”); United States Heating
      Oil Fund,
      LP (“USHO”); Victoria
      Bay Asset Management, LLC (“Victoria Bay”) (NYMEX, USOF, USNG, USGF, USHO
      and Victoria Bay, collectively, the “Original Parties”); United States 12 Month Oil
      Fund,
      LP (“US12OF”); and United States 12 Month
      Natural Gas
      Fund, LP (“US12NG”) (US12OF and US12NG, the “New Parties”).




WHEREAS,
      the Original Parties are parties to that certain License Agreement entered
      into
      as of April 10, 2006 (the “Agreement”); and




WHEREAS,
      the Original Parties hereby agree to amend the Agreement by this Amendment
      and
      to add the New Parties as parties to the Agreement as amended by this
      Amendment;




WHEREAS,
      the New Parties wish to become parties to the Agreement as amended by this
      Amendment;




NOW,
      THEREFORE, the Original Parties and the New Parties hereto agree as
      follows:




1.           
      Amendment of the
      Agreement.




(a)           
      The introductory paragraph of the Agreement is hereby amended to read as
      follows:





This
      License Agreement (“Agreement”) is entered into as of April 10, 2006 (“Effective
      Date”), by and between New York
      Mercantile Exchange, Inc., a Delaware corporation located at One North
      End Avenue, World Financial Center, New York, New York 10282-1101 (“Licensor”);
United States Oil Fund,
      LP (“USOF”), a Delaware limited partnership located at 1320 Harbor Bay
      Parkway, Suite 145, Alameda, California 94502; United States Natural Gas
      Fund,
      LP (“USNG”), a Delaware limited partnership located at 1320 Harbor Bay
      Parkway, Suite 145, Alameda, California 94502; United States Gasoline Fund,
      LP (“USGF”), a Delaware limited partnership located at 1320 Harbor Bay
      Parkway, Suite 145, Alameda, California 94502; United States Heating Oil
      Fund,
      LP (“USHO”), a Delaware limited partnership located at 1320 Harbor Bay
      Parkway, Suite 145, Alameda, California 94502; United States 12 Month Oil
      Fund,
      LP (“US12OF”), a Delaware limited partnership located at 1320 Harbor Bay
      Parkway, Suite 145, Alameda, California 94502; United States 12 Month Natural
      Gas
      Fund, LP (“US12NG”), a Delaware limited partnership located at 1320
      Harbor Bay Parkway, Suite 145, Alameda, California 94502; and Victoria Bay Asset Management,
      LLC ( “Victoria Bay”), a Delaware limited liability company located at
      1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502 (USOF, USNG,
      USGF,
      USHO, US12OF and US12NG and Victoria Bay, collectively, the “Licensees”)
      (Licensees and Licensor, collectively, the “Parties”).




(b)           
      The second “Whereas” clause in the Agreement is hereby amended to read as
      follows:




WHEREAS,
      USOF, USNG, USGF,
      USHO, US12OF, US12NG, and Victoria Bay, the general partner of each of USOF,
      USNG, USGF, USHO, US12OF and US12NG, seek to enter into a license agreement
      with
      Licensor in connection with which USOF, USNG, USGF, USHO, US12OF and US12NG
      would obtain from Licensor a non-exclusive license to use certain of Licensor’s
      settlement prices and service marks pursuant to the terms of such license
      agreement and Licensor would provide USOF, USNG, USGF, USHO, US12OF and US12NG
      with a limited, worldwide, non-exclusive, non-transferable license to use such
      settlement prices and service marks on the terms and conditions set forth in
      such license agreement; and





(c)           
      The following definitions in “1. Definitions” in the Agreement is hereby amended
      to read as follows:





1.2           
      “Face Amount”
shall mean,
      as to each type of Securities (i.e., the Crude Oil Securities, the
      Natural Gas Securities, the Gasoline Securities, the Heating Oil Securities,
      the
      12 Month Crude Oil Securities, and the 12 Month Natural Gas Securities, as
      defined in Paragraph 1.13 herein), the multiplicative product of the factors
      (x)
      and (y) calculated as described below on each day that such type of Securities
      was traded on the American Stock Exchange (or such other stock exchange on
      which
      the Securities are currently traded) during the Payment Quarter:  (x)
      the number of that type of Securities outstanding on each such day, multiplied
      by (y) the net asset value of each of the Securities of that type, calculated
      for such day as described in the Prospectus for that type of
      Securities.





1.4           
      “Licensees”
shall mean
      United States Oil Fund, LP, United States Natural Gas Fund, LP,
      United States Gasoline Fund, LP, United States Heating Oil Fund, LP, United
      States 12 Month Oil Fund, LP, United States 12 Month Natural Gas Fund, LP,
      and
      Victoria Bay Asset Management, LLC.





1.6           
      “Market Data”
shall mean,
      with respect to:





(1)
      USOF, USNG, USGF, and USHO, the
      settlement prices (on a rolling basis) for the front (or spot) month, and the
      three months immediately thereafter for each of the futures contracts listed
      on
      Exhibit A;





(2)
US12OF,
      the settlement prices (on
      a rolling basis) for the front (or spot) month, and the thirteen months
      immediately thereafter for the Light Sweet Crude Oil futures contract listed
      on
      Exhibit A; and





(3)
US12NG,
      the settlement prices (on
      a rolling basis) for the front (or spot) month, and the thirteen months
      immediately thereafter for the Natural Gas futures contract listed on Exhibit
      A.





1.12           
      “Prospectus”
shall
      mean (a) the prospectuses, and
      any amendments thereto, contained in the Registration Statement filed with
      the
      Securities and Exchange Commission on May 16, 2005, File Number 333-124950,
      by
      USOF and used in connection with the offering and sale of the Crude Oil
      Securities (as defined in Paragraph 1.13 herein), (b) the prospectuses, and
      any
      amendments thereto, contained in the Registration Statement filed with the
      Securities and Exchange Commission on October 6, 2006, File Number 333-137871,
      by USNG and used in connection with the offering and sale of the Natural Gas
      Securities (as defined in Paragraph 1.13 herein), (c) the prospectuses, and
      any
      amendments thereto, contained in the Registration Statement filed with the
      Securities and Exchange Commission on April 18, 2007, File Number 333-142206,
      by
      USGF and used in connection with the offering and sale of the Gasoline
      Securities (as defined in Paragraph 1.13 herein), (d) the prospectuses, and
      any
      amendments thereto, contained in the Registration Statement filed with the
      Securities and Exchange Commission on April 19, 2007, File Number 333-142211,
      by
      USHO and used in connection with the offering and sale of the Heating Oil
      Securities (as defined in Paragraph 1.13 herein), (e) the prospectuses, and
      any
      amendments thereto, contained in the Registration Statement filed with the
      Securities and Exchange Commission on November 16, 2007, File Number 333-144348,
      by US12OF and used in connection with the offering and sale of the 12 Month
      Crude Oil Securities (as defined in Paragraph 1.13 herein), and (f) the
      prospectuses, and any amendments thereto, contained in the Registration
      Statement filed with the Securities and Exchange Commission on July 6, 2007,
      File Number 333-144409, by US12NG and used in connection with the offering
      and
      sale of the 12 Month Natural Gas Securities (as defined in Paragraph 1.13
      herein), and the definition of “Prospectus” shall include the final version of
      each such prospectus, and/or each prospectus supplement, on and after its
      date.  Licensees represent that the description of the Market Data in
      each final prospectus, and/or prospectus supplement, will not deviate from
      the
      descriptions of the Market Data in the relevant Registration Statement described
      in this Agreement.




1.13           
      “Securities”
shall mean
      the units of partnership interest, issued by one or more of Licensees
      as described in the Prospectus.  There are or will be six types of
      Securities: (i) that type of Securities, whose investment objective is to have
      changes in percentage terms of the unit’s net asset value reflect the changes in
      percentage terms of the settlement price for the near month’s or the next
      month’s futures contract for light, sweet crude oil (for delivery in Cushing,
      Oklahoma), as traded on NYMEX’s exchange (the “Crude Oil Securities”), (ii) that
      type of Securities, whose investment objective is to have changes in percentage
      terms of the unit’s net asset value reflect the changes in percentage terms of
      the settlement price for the near month’s or next month’s futures contract for
      natural gas (for delivery in the Henry Hub in Louisiana), as traded on NYMEX’s
      exchange (the “Natural Gas Securities”), (iii) that type of Securities, whose
      investment objective is to have changes in percentage terms of the unit’s net
      asset value reflect the changes in percentage terms of  the settlement
      price for the near month’s or next month’s futures contract for Reformulated
      Gasoline Blendstock for Oxygen Blending (RBOB) (for delivery in New York
      harbor), as traded on NYMEX’s exchange (the “Gasoline Securities”), (iv) that
      type of Securities, whose investment objective is to have changes in percentage
      terms of the unit’s net asset value reflect the changes in percentage terms of
      the settlement price for the near month’s or the next month’s futures contract
      for heating oil (for delivery in New York harbor), as traded on NYMEX’s exchange
      (the “Heating Oil Securities”), (v) that type of Securities, whose investment
      objective is to have changes in percentage terms of the unit’s net asset value
      reflect the average of the changes in percentage terms of the settlement price
      for the near month’s or the next month’s futures contracts and the following
      eleven months’ futures contracts for light, sweet crude oil (for delivery in
      Cushing, Oklahoma), as traded on NYMEX’s exchange (the “12 Month Crude Oil
      Securities”) and (vi)  that type of Securities, whose investment
      objective is to have changes in percentage terms of the unit’s net asset value
      reflect the average of the changes in percentage terms of the settlement price
      for the near month’s or the next months’ futures contracts and the following
      eleven months’ futures contract for natural gas (for delivery in the Henry Hub
      in Louisiana), as traded on NYMEX’s exchange (the “12 Month Natural Gas
      Securities”).




1.16           
      “Total Face
      Amount” shall mean the total of the Face Amounts of all types of
      Securities (i.e., the Crude Oil Securities, Natural Gas Securities, Gasoline
      Securities, Heating Oil Securities, 12 Month Crude Oil Securities, and 12 Month
      Natural Gas Securities) for the Payment Quarter.




(d)           
      Exhibit B to the Agreement is hereby amended so as to be in the form of
      Attachment A hereto.




(e)           
      Exhibit C to the Agreementis hereby amended
      so as to
      be in the form of Attachment B hereto.




2.
            Representations.  Each
                party represents to the other party that:-





(a)           
      Status.  It
      is duly organized and validly existing under the laws of the jurisdiction of
      its
      organization or incorporation and, if relevant under such laws, in good
      standing;





(b)           
      Powers.  It
      has the power to execute and deliver this Amendment and to perform its
      obligations under this Amendment and has taken all necessary action to authorize
      such execution, delivery and performance;





(c)           
      No Violation or
      Conflict.  Such execution, delivery and performance do not
      violate or conflict with any law applicable to it, any provision of its
      constitutional documents, any order or judgment of any court or other agency
      of
      government applicable to it or any of its assets or any contractual restriction
      binding on or affecting it or any of its assets;





(d)           
      Consents.  All
      governmental and other consents that are required to have been obtained by
      it
      with respect to this Amendment have been obtained and are in full force and
      effect and all conditions of any such consents have been complied with;
      and





(e)           
      Obligations
      Binding.  Its obligations under this Amendment constitute its
      legal, valid and binding obligations, enforceable in accordance with its
      respective terms (subject to applicable bankruptcy, reorganization, insolvency,
      moratorium or similar laws affecting creditors’ rights generally and subject, as
      to enforceability, to equitable principles of general application (regardless
      of
      whether enforcement is sought in a proceeding in equity or at
      law)).





3.           
      Rights and Obligations of
      the
      New Parties, USOF, USNG, USGF and USHO.





The
      New Parties have all rights, and
      undertake and have all obligations, of the Licensees (as defined in the
      Agreement, as amended by this Amendment) under the Agreement as amended by
      this
      Amendment. USOF, USNG, USGF, and USHO have all rights, and undertake and have
      all obligations, of the Licensees (as defined in the Agreement, as amended
      by
      this Amendment) under the Agreement as amended by this Amendment.





4.           
      Miscellaneous.





(a)           
      Except as specifically modified herein, the Agreement remains unchanged and
      is,
      and shall remain, in full force and effect. If any provision of this Amendment
      conflicts with any provision of the Agreement, the applicable provision of
      this
      Amendment shall prevail.





(b)           
      Entire
      Agreement.  This Amendment constitutes the entire agreement and
      understanding of the parties with respect to this Amendment’s subject matter and
      supersedes all oral communication and prior writings (except as otherwise
      provided herein) with respect thereto.





(c)           
      Counterparts.  This
      Amendment may be signed in any number of counterparts, each of which shall
      be an
      original, with the same effect as if signatures thereto and hereto were upon
      the
      same instrument.





(d)           
      Headings.  The
      headings used in this Amendment are for convenience of reference only and are
      not to affect the construction of or to be taken into consideration in
      interpreting this Amendment.





(e)           
      Governing
      Law.  This Amendment shall be governed by and construed in
      accordance with the laws of the State of New York (without reference to choice
      of law doctrine).





IN
      WITNESS WHEREOF, the
      Parties hereto have caused this Amendment to be duly executed and delivered
      by
      their respective authorized officers as of the date set forth
      above.




NEW
                YORK MERCANTILE EXCHANGE, INC.By:
            /s/
              James NewsomeName:
            James
                NewsomeTitle:
            President








UNITED
                STATES OIL FUND, LPBy:
            Victoria
                Bay Asset Management, LLC, General PartnerBy:
            /s/
              Nicholas GerberName:
            Nicholas
                GerberTitle:
            Managing
                Member of Victoria Bay Asset Management,
                LLC








UNITED
                STATES NATURAL GAS FUND, LPBy:
            Victoria
                Bay Asset Management, LLC, General PartnerBy:
            /s/
              Nicholas GerberName:
            Nicholas
                GerberTitle:
            Managing
                Member of Victoria Bay Asset Management,
                LLC








VICTORIA
                BAY ASSET MANAGEMENT, LLCBy:
            /s/
              Nicholas GerberName:
            Nicholas
                GerberTitle:
            Managing
                Member








UNITED
                STATES GASOLINE FUND, LPBy:
            Victoria
                Bay Asset Management, LLC, General PartnerBy:
            /s/
              Nicholas GerberName:
            Nicholas
                GerberTitle:
            Managing
                Member of Victoria Bay Asset Management,
                LLC








UNITED
                STATES HEATING OIL FUND, LPBy:
            Victoria
                Bay Asset Management, LLC, General PartnerBy:
            /s/
              Nicholas GerberName:
            Nicholas
                GerberTitle:
            Managing
                Member of Victoria Bay Asset Management,
                LLC








UNITED
                STATES 12 MONTH OIL FUND, LPBy:
            Victoria
                Bay Asset Management, LLC, General PartnerBy:
            /s/
              Nicholas GerberName:
            Nicholas
                GerberTitle:
            Managing
                Member of Victoria Bay Asset Management,
                LLC








UNITED
                STATES 12 MONTH NATURAL GAS FUND, LPBy:
            Victoria
                Bay Asset Management, LLC, General PartnerBy:
            /s/
              Nicholas GerberName:
            Nicholas
                GerberTitle:
            Managing
                Member of Victoria Bay Asset Management,
                LLC


Attachment
              A


EXHIBIT
      B




SAMPLE
      COVER PAGE TO PAYMENT
      REPORT




[Date]




Re:
            License
                Fee from Victoria Bay Asset Management, LLC, United States Oil Fund,
                LP,
                United States Natural Gas Fund, LP, United States Gasoline Fund,
                LP,
                United States Heating Oil Fund, LP, United States 12 Month Oil Fund,
                LP,
                and United States 12 Month Natural Gas Fund, LP covering the quarter
                beginning _______________ to ______________.




The
      daily
      Face Amount for each type of Securities (i.e., Crude Oil Securities, Natural
      Gas
      Securities, Gasoline Securities, Heating Oil Securities, 12 Month Crude Oil
      Securities, and 12 Month Natural Gas Securities) was calculated for each day
      as
      follows: the number of that type of Securities outstanding on that day X the
      net
      asset value of each of that type of Securities.




The
      License Fee for this quarter was calculated as the sum of daily calculated
      License Fees according to the following formula:  daily License Fee =
      [(Total Face Amount up to and including $1 billion X [** THE CONFIDENTIAL PORTION HAS BEEN OMITTED
      PURSUANT
      TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
      THE
      COMMISSION.**])÷ 365] + [(Total
      Face Amount over $1 billion X [** THE CONFIDENTIAL PORTION
      HAS BEEN
      OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED
      SEPARATELY WITH THE COMMISSION.**])÷ 365].  On days that the
      Securities were not traded, the Total Face Amounts for the respective License
      Fees were those determined on the previous day on which the Securities were
      traded.  In the event that either (x) the Effective Date was not the
      first day of a Payment Quarter or (y) the Termination Date was not the last
      day
      of a Payment Quarter, then the payment for the relevant Payment Quarter was
      calculated based on the actual days in the Payment Quarter.




The
      License Fee due to NYMEX from Victoria Bay Asset Management, LLC, United States
      Oil Fund, LP, United States Natural Gas Fund, LP, United States Gasoline Fund,
      LP, United States Heating Oil Fund, LP, United States 12 Month Oil Fund, LP,
      and
      United States 12 Month Natural Gas Fund, LP for this quarter is $ [numerical
      amount].  [Please invoice the Victoria Bay Asset Management, LLC
      Finance Department for this amount.]





EXHIBIT
      C




Sample
      Securities
      Report




A
              Date
            B
              Number
                of Crude Oil Securities
                Outstanding
            C
              Net
                Asset Value of Each
                Security
            D
              Product
                of B
              Multiplied
                by
                C








A
              Date
            B
              Number
                of Natural Gas Securities
                Outstanding
            C
              Net
                Asset Value of Each
                Security
            D
              Product
                of B
              Multiplied
                by
                C








A
              Date
            B
              Number
                of Gasoline Securities
                Outstanding
            C
              Net
                Asset Value of Each
                Security
            D
              Product
                of B
              Multiplied
                by
                C








A
              Date
            B
              Number
                of Heating Oil Securities
                Outstanding
            C
              Net
                Asset Value of Each
                Security
            D
              Product
                of B
              Multiplied
                by
                C








A
              Date
            B
              Number
                of 12 Month Crude Oil
                Securities Outstanding
            C
              Net
                Asset Value of Each
                Security
            D
              Product
                of B
              Multiplied
                by
                C








A
              Date
            B
              Number
                of 12 Month Natural Gas
                Securities Outstanding
            C
              Net
                Asset Value of Each
                Security
            D
              Product
                of B
              Multiplied
                by
                C