Exhibit 10.1

    AMENDED AND RESTATED OPERATIONS  AND CONVERTIBLE NOTE PURCHASE AGREEMENT
    ------------------------------------------------------------------------

     This  Agreement ("Agreement") is entered into between HIGH PLAINS GAS, LLC,
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with  offices  at  Gillette, Wyoming 82717 ("Operator"), CURRENT ENERGY PARTNERS
                                             --------
CORPORATION  whose  address  is  11038 North Highland Blvd, Highland, Utah 84003
("Current") and CEP-M PURCHASE, LLC, whose address is 11038 North Highland Blvd,
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Highland,  Utah 84003  ("CEP").  Current and CEP may collectively be referred to
                         ---
as  Owner.  Operator,  Current  and  CEP  may collectively be referred to as the
"Parties."  This Agreement supersedes and replaces the Operations and Membership
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Purchase  Agreement  between  the  Parties  dated  September  3,  2010.

                                R E C I T A L S:
                                ----------------

A.   On or before  September 23, 2010, CEP intends to purchase certain producing
     and  non-producing  oil,  gas  and  mineral  leases  described on Exhibit A
     attached  hereto  (the  "Properties").

B.   To facilitate  purchase  of  the  Properties,  CEP will issue to Operator a
     Convertible  Promissory  Note in the form attached hereto as Exhibit B (the
     "Convertible Note") in consideration Operator will provide CEP the funds as
     set  forth  in  paragraph  4  hereto.  The  Convertible  Promissory Note is
     convertible  into 51% of the equity of CEP upon the satisfaction of certain
     conditions.

B.   Pending  the  purchase of the Properties, CEP has been the current operator
     of  the  Properties  pursuant  to  that certain Purchase and Sale Agreement
     effective  July  1,  2010,  by  and  between Pennaco Energy, Inc. and Owner
     ("Pennaco  Agreement").

C.   CEP desires to engage Operator to perform the operating duties specified in
     the  Pennaco  Agreement.

D.   Operator is experienced in oil and gas operations and desires to be engaged
     by  Owner  as  an  independent contractor to perform specific duties in the
     Owner's  operation  of  the  Properties  through  closing  of  the Marathon
     Agreement.

E.   The Parties  have  agreed upon the terms and conditions upon which Operator
     will  perform  its  duties  in  the  Owner's  operation  of the Properties.

NOW, THEREFORE, for and in consideration of the recitals stated herein above all
of  which  are  fully incorporated as part of the mutual covenants and the below
agreements  ("Agreements")  contained  herein,  the  Parties  agree  as follows:


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                                   AGREEMENT
                                   ---------

1.   Upon execution  of  this  agreement,  and upon the terms and subject to the
     conditions  contained  herein,  Owner  appoints Operator and Operator shall
     accept  the  appointment as operator of the Properties. The Leases shall be
     operated  in  accordance  with  the  terms  set forth on Exhibit C attached
     hereto  and  incorporated  herein.

2.   Upon conversion  of  the Convertible Note (the "Conversion Date"), Operator
     shall  no  longer be the operator and its obligations under paragraph 1 and
     Exhibit  C  terminate.  On the Conversion Date, Operator will receive a 51%
     membership  interest  in  CEP,  on  the  following  terms  and  conditions:

     A.  On  the  Conversion  Date,  CEP  shall  deliver  an  assignment  of
     membership  interest  or  comparable document transferring a 51% membership
     interest  in CEP to Operator, free and clear of all liens and encumbrances.
     On  or  before  the  Conversion  Date, CEP or Current shall also prepare an
     Amended  Operating  agreement  satisfactory  to  Operator, as well as other
     amended  documents  that  may  be requested by Operator or required by law.
     Within  two days after the Conversion Date, Operator, or its designee, will
     be  named  as  manager  of  CEP.

     B.  Affirmative  Covenants.  Prior  to  the  Conversion  Date,  except  as
     consented  in writing by Operator, CEP will, and Current will cause CEP to:

          (a)  conduct  its  operations  according  to  the  ordinary  and usual
          course  of  business and use reasonable efforts to preserve intact its
          business  organization  and  business  relationships;

          (b)  promptly  inform  the  Operator  in  writing  of  any  material
          variances  from  the  representations and warranties contained in this
          Agreement;  and

          (c)  promptly  inform  the  Operator  in  writing  of  any  material
          variances  from  the information contained in any financial statements
          or  other  documents  provided  by  Owner  to  Operator.

     C.  Negative  Covenants.  Prior  to  the  Conversion  Date,  except  as
     consented to in writing by the Operator, CEP will not, and Current will not
     permit  CEP  to:

          (a)  issue,  sell  or  transfer  any  of  its  equity  securities,
          securities convertible into its equity securities or warrants, options
          or  other  rights  to  acquire  its equity securities, or any bonds or
          other  securities  issued  by  it;

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          (b)  mortgage,  pledge  or  subject  to  any  material lien, charge or
          any  other  material  encumbrance  any  portion  of  its properties or
          assets,  except  liens  for  current  property  taxes  not yet due and
          payable  and  encumbrances  and pledges associated with the financings
          provided  by  Amegy  as  part  of the anticipated Closing or any other
          encumbrance  mutually  agreed  to  by  the  parties  in  writing;

          (c)  sell,  assign  or  transfer  any material portion of its tangible
          or  intangible  assets, except in the ordinary course of business; and

          (d)  make  any  amendments  to  its  Certificate  of  Incorporation or
          By-Laws,  except  as  expressly  approved  in writing by the Operator.

     D.  As  an  inducement  to  the  Operator to enter into this Agreement, CEP
     and  Current  hereby  represent  and  warrant  that, as of the date of this
     Agreement  and  the  Conversion  Date:

          (a)  Organization  and  Corporate  Power.  CEP  is a limited liability
          company  validly  existing  and in good standing under the laws of the
          State  of  Delaware. CEP has all requisite corporate power, authority,
          material  authorizations,  licenses,  and permits necessary to own its
          properties  and  to  carry  on  its  business  as  now  conducted.

          (b)  Membership  Interest.  As  of  the Conversion Date, there will be
          no  lien,  charge,  pledge,  or  other  encumbrance  on the membership
          interest  of  CEP.  There  are  no  rights,  subscriptions,  warrants,
          options,  conversion  rights  or agreements of any kind outstanding to
          purchase  or  otherwise  acquire  any  membership  interest  of CEP or
          securities or obligations of any kind convertible into or exchangeable
          for  any  membership  interest  of  CEP.

          (c)  Subsidiaries.  CEP  does  not  own,  directly  or indirectly, any
          stock, partnership interest, joint venture interest, or other security
          or  interest  in  any  corporation,  organization,  or  entity.

          (d)  Absence  of  Undisclosed  Liabilities.  CEP  does  not  have  any
          obligations  or  liabilities,  contingent  or  otherwise,  except  the
          Performance  Deposit of $750,000.00 pursuant to the Pennaco Agreement,
          accrued payroll and other liabilities (not exceeding a total amount of
          $30,000)  expressly  disclosed  in  this Agreement or in the financial
          statements  to  be  provided  by  Owner  to  Operator.

     E.  Tax  Matters.

          (a)  Except  as  set  forth  herein,  (i)  CEP  has  timely  filed all
          material  Tax  returns  and  has  paid  all taxes indicated as due and
          payable

<PAGE>
          on  such  returns;  (ii)  all  Taxes attributable to periods ending on
          or  before the date of the Closing (the "Closing Date") whether or not
          the  Tax  period  ends  on  or  before  the  Closing  Date)  have been
          adequately accrued on CEP's books and records; (iii) no deficiency for
          any material amount of Tax has been asserted or assessed by any Taxing
          authority  against CEP or the Current with respect to CEP which remain
          outstanding; (iv) neither the Current nor CEP have expressly consented
          to  extend  the  time in which any Tax may be assessed or collected by
          any  Taxing  authority;  and  (v) neither CEP nor the Current has been
          notified  regarding  any  ongoing  or pending Tax audits by any Taxing
          authority  against  CEP  or  the  Current  with  respect  to  CEP.

          (b)  For  purposes  of  this  Agreement,  "Tax"  or "Taxes" shall mean
          any  federal, state, local or foreign income, gross receipts, license,
          payroll,  employment,  excise,  severance, stamp, occupation, premium,
          property  or  windfall  profits  taxes,  environmental  taxes, customs
          duties,  capital  stock,  franchise,  employees'  income  withholding,
          foreign  or  domestic  withholding,  social  security,  unemployment,
          disability,  real  property,  personal property, sales, use, transfer,
          value  added,  alternative  or  add-on  minimum  or  other  tax,  fee,
          assessment  or  charge  of any kind whatsoever including any interest,
          penalties  or additions to Tax or additional amounts in respect of the
          foregoing.

     F  Contracts  and  Commitments.  There  are  no  contracts  or  commitments
     which  are  material  to CEP other than the Pennaco Agreement and contracts
     and  the  agreements described therein, and those contracts and commitments
     expressly  disclosed  in  writing.

     G.  Litigation.  There  are  no  material  actions,  suits,  proceedings,
     orders  or  investigations pending or, to the Owner's knowledge, threatened
     against  CEP  at  law  or  in  equity,  or before or by any federal, state,
     municipal  or  other  governmental  department,  commission, board, bureau,
     agency  or  instrumentality,  domestic  or  foreign.

     H.  Compliance  with  Law.  CEP  is  in compliance in all material respects
     with all applicable laws, regulations and orders of any governmental agency
     or  governing  body  having jurisdiction over its operation, including, but
     not  limited  to,  laws,  orders,  and regulations relating to the sale and
     issuance  of  securities,  zoning,  building codes, occupational safety and
     health, water or air pollution, employment practices, and payment of taxes.

     I.  Bankruptcy.  Neither  CEP  nor  Current  has ever been, and is not now,
     debtors  or  bankrupts  in  any  bankruptcy  proceeding.

     J.  True  Statements.  Neither  this  Agreement  nor  any  documents,
     certificate,  or  statement  furnished by CEP or Owner to Operator contains

<PAGE>
     any  untrue  statement of a material fact or omits to state a material fact
     necessary  to  make  such  statements  of  facts  not  misleading.

3.   Subject  to the conditions set forth in this Agreement, the closing of this
     Agreement  ("CLOSING")  shall  take  place at the offices of Current Energy
     Partners  Corporation  on  or  before  September 30, 2010, or at such other
     time,  date  and  place  as the Parties mutually agree upon in writing (the
     "CLOSING DATE"). At the Closing, CEP shall deliver to Operator the executed
     Convertible  Note.

4.   In consideration  of  the  purchase  of  the  Convertible  Note,  and  the
     appointment of Operator as operator of the Properties pursuant to paragraph
     1,  Operator  shall  pay  to  CEP  the  sum  of  $3,550,000 at the Closing.
     Concurrently  with  the execution of this Agreement, Operator shall deposit
     with  Marathon  (Pennaco  Energy)  ("ESCROW AGENT") the Contribution, to be
     held  by  Escrow  Agent pursuant to this Agreement. All fees payable to the
     Escrow Agent under the Escrow Agreement shall be borne and paid one-half by
     Operator  and  one-half  by  Current.  At Closing, the Contribution and any
     interest earned thereon shall be distributed to CEP (to an account as shall
     be  directed  in  writing  by  Current.  Operator  will  use  commercially
     reasonable  efforts  to  obtain  the  bonds  required  to close the Pennaco
     Agreement.  Notwithstanding  the  preceding  sentence,  Operator  makes  no
     guarantee  or  promise  that  it  can  obtain  such  bonds.

5.   At any time prior to Closing, the Parties shall have the right to terminate
     this  Agreement in its entirety, provided notice of termination is provided
     in  writing and in accordance with paragraph 9. In the event this Agreement
     is  terminated  pursuant  to  this  paragraph,  the  Contribution  and  any
     accumulated  interest  (less the fees payable to the Escrow Agent) shall be
     immediately  returned  to  Operator,  along  with  any  costs  and expenses
     incurred  by  Operator  in  assisting  with  closing  the Pennaco Agreement
     (including  but  not  limited  to any expenses in obtaining or transferring
     bonds  and  permits  as  required  by  the Wyoming Oil and Gas Conservation
     Commission  or  other  regulatory  authority).

6.   As of the  date  hereof and as of the Closing Date, Owner hereby represents
     and  warrants  to  Operator that Owner has the legal capacity to enter into
     this Agreement and to consummate the transactions contemplated hereby. This
     Agreement  and  all  other  agreements and instruments executed by Owner in
     connection  herewith  have  been  duly executed and delivered by Owner, and
     assuming  this  Agreement  and  such  other  agreements  and  instruments
     constitute the valid and binding obligations of Operator, constitute legal,
     valid  and  binding  obligations  of  Owner,  enforceable  against Owner in
     accordance  with their terms, subject, as to enforceability, to bankruptcy,
     insolvency,  reorganization,  moratorium  and  other  laws  of  general
     applicability  relating  to  or  affecting

<PAGE>
     creditors'  rights  and  to  general  principles  of  equity (regardless of
     whether  such  enforceability is considered in a proceeding in equity or at
     law).

7.   The Parties  shall  not  assign,  in  whole  or in part, any of the rights,
     obligations  or  benefits  arising  under this Agreement, without the prior
     written  consent  of the other Parties, except that either Party may assign
     its  rights, obligations and benefits hereunder to an affiliate without the
     prior  written  consent  of  the  other  Party.

8.   This Agreement  shall  be  governed by and construed in accordance with the
     laws  of  the  State  of  Wyoming.

9.   Any notice,  request,  consent,  payment,  demand  or  other  communication
     required  or permitted to be given under this Agreement shall be in writing
     and  shall  be  deemed  to  have  been duly given on the date of service if
     served  personally  on  the  Party  to whom notice is given, on the date of
     confirmation  of  receipt  if  sent  by facsimile or on the third day after
     mailing  if  mailed  to  the  Party  to  whom  the notice is to be given by
     certified  mail,  return  receipt  requested,  postage prepaid and properly
     addressed  as  follows:

          If  to  Owner:
                    Current  Energy  Partners  Corporation
                    11038  North  Highland  Blvd,
                    Highland,  Utah  84003
                    Attention:  Brent  M.  Cook
                    Phone  :  801-361-6490
                    E-Mail:  bcook@currentep.com
                             -------------------


                    CEP-M  Purchase,  LLC
                    11038  North  Highland  Blvd.
                    Highland,  Utah  84003
                    Attention:  Brandon  Hargett
                    Phone:  702-466-3749
                    E-Mail:  bhargett@currentep.com
                             ----------------------


<PAGE>
          If  to  Operator:

                    High  Plains  Gas,  LLC
                    P.O.  Box  1564
                    Gillette,  Wyoming  82717
                    Attention:  Joseph  Hettinger
                    Phone:   307-686-5030
                    Fax:       307-682-7206
                    E-Mail:   Hettinger_joe@hotmail.com

     Any  Party  may  change  its  address  by  giving the other Parties written
     notice  of  the  new  address  in  the  manner  set  forth  above.

10.  If any  portion  of  this  Agreement shall be found by a court of competent
     jurisdiction  to be illegal, unenforceable or invalid, that portion of this
     Agreement will be null and void and the remainder of this Agreement will be
     binding  on  the  Parties  as  if  the  illegal,  unenforceable  or invalid
     provisions  had  never  been  contained  herein.

11.  No waiver by either Party of any term or any breach of this Agreement shall
     be construed as a waiver of any other term or breach hereof, or of the same
     or  a  similar  term  or  breach  on  any  other  occasion.

12.  No modification  or  amendment  of this Agreement shall be binding upon any
     Party  unless  in  writing  and  signed  by  all  Parties.

13.  This Agreement  constitutes  the  entire  agreement  between  the  Parties
     pertaining  to  the  subject  matter  hereof,  and  supersedes  all  prior
     agreements,  understandings,  negotiations and discussions, whether oral or
     written,  of  the  Parties  regarding  the  subject  matter  hereof.

14.  This Agreement  may  be executed in one or more counterparts, each of which
     shall  be deemed an original, but all of which shall constitute one and the
     same  instrument

15.  If any  party  is  rendered  unable, wholly or in part, by force majeure to
     carry  out  its  obligations under this agreement, that party shall give to
     all  other  parties  prompt  written  notice  of  the  force  majeure  with
     reasonably  full  particulars  concerning it; thereupon, the obligations of
     the  party giving notice, so far as they are affected by the force majeure,
     shall be suspended during, but no longer than, the continuance of the force
     majeure.  The  term "force majeure", as here employed, shall mean an act of
     God,  strike,  lockout,  or other industrial disturbance, act of the public
     enemy,  terrorist  attack,  war,  blockade,  public  riot, lightning, fire,
     storm,  flood  or  other  act  of  nature,  explosion, governmental action,
     governmental delay, restraint or inaction, unavailability of equipment, and
     any  other

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     cause,  whether  of  the  kind  specifically enumerated above or otherwise,
     which  is  not  reasonably  within  the  control  of  the  party  claiming
     suspension. The affected party shall use all reasonable diligence to remove
     the force majeure situation as quickly as practicable. The requirement that
     any  force majeure shall be remedied with all reasonable dispatch shall not
     require  the  settlement of strikes, lockouts, or other labor difficulty by
     the party involved, contrary to its wishes; how all such difficulties shall
     be  handled shall be entirely within the discretion of the party concerned.

16.  Each party  will  use reasonable care in the treatment of the other party's
     confidential  information  including  but  not  limited  to financial data,
     petroleum reserve data, geologic data, type production data, sales history,
     vendors,  products,  or strategic plans and will not knowingly disclose any
     confidential  information  of  the  other  party to any third party without
     first  obtaining written consent of the other party. Each party shall limit
     dissemination  of  the other party's confidential information only to those
     employees  who require access thereto to perform their functions under this
     Agreement,  and  who  have been apprised of the confidential nature of such
     information  and  agree  to abide by the obligations contained herein. Each
     party  agrees  to  return  such  confidential information to the disclosing
     party  upon  receipt  of  written  request and upon the termination of this
     Agreement.

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

                         OWNER:

                         CURRENT  ENERGY  PARTNERS  CORPORATION


                         By:  /s/  Brent  M.  Cook  -  CEO  9/30/2010
                         --------------------------------------------
                         Name:  Brent  M.  Cook,  CEO


                         CEP-M  PURCHASE,  LLC

                         BY:  CURRENT  ENERGY  PARTNERS  CORPORATION,  MANAGER


                         By:  /s/  Brent  M.  Cook  -  CEO  9/30/2010
                         --------------------------------------------
                         Name:  Brent  M.  Cook,  CEO


<PAGE>
                         OPERATOR:

                         HIGH  PLAINS  GAS,  LLC


                         By:       /s/  Mark  Hettinger  September  30,  2010
                                   -------------------------------------
                         Name:     Mark  Hettinger
                         Title:    Chief  Operating  Officer