AMENDMENT TO PURCHASE AND SALE AGREEMENT
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                    BETWEEN HI-PRO PRODUCTION, LLC, AS SELLER
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                    AND ROCKY MOUNTAIN, GAS, INC., AS BUYER
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                            DATED DECEMBER 18, 2003
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     THIS  AMENDMENT  TO  PURCHASE AND SALE AGREEMENT BETWEEN HI-PRO PRODUCTION,
LLC,  AS  SELLER, AND ROCKY MOUNTAIN GAS, INC., AS BUYER is dated effective this
30th  day  of  December,  2003.

     WITNESSETH,  that

     WHEREAS,  the  Parties entered into that certain Agreement for Purchase and
Sale  dated  December  18,  2003,  and  wish  to  amend  the  same;  and

     WHEREAS,  in  light  of  gas  quality issues, as well as the likelihood for
additional  gathering,  compression  and  transmission costs related to Hi-Pro's
properties,  the  parties  desire  to  enter  into  this  Amendment.

     NOW,  THEREFORE,  it  is  agreed  by  and  between  the Parties as follows:

     1.   Paragraph 2.1 of the Agreement for Purchase and Sale stating the basic
amount  of  the  Purchase  Price,  shall  be amended in its entirety to state as
follows:

                    The Purchase Price for the Gas Properties, subject to
                    adjustment as provided in Section 2.2, shall be $7 million
                    (the "Purchase Price"), of which the Buyer has made a down
                    payment of $375,000 into escrow in accordance with Section
                    2.1.1, leaving a remaining Purchase Price to be paid at
                    Closing of $6,625,000, consisting of 100,000 common shares
                    of U.S. Energy Corp., 233,333 shares of unregistered stock
                    in Buyer and cash in the sum of $5,625,000. The remaining
                    Purchase Price as adjusted pursuant to Section 2.2 is
                    referred to in this Agreement as the "Adjusted Purchase
                    Price".

     2.  Paragraph  2.1.2 "Conversion of Seller's Common Stock" shall be amended
     to  state  as  follows:



                    The 233,333 shares of Buyer's common stock shall be
                    convertible, after November 1, 2004, and for a period of two
                    (2) years thereafter, in whole or in part, at the option of
                    Seller, into shares of common stock of U.S. Energy Corp.
                    valued at $700,000 for the entire 233,333 shares of Buyer
                    using the ten-day's average closing price of U.S. Energy
                    Corp. shares prior to such election. At the election of U.S.
                    Energy Corp., it may pay Seller cash for such shares as to
                    which Seller has elected to convert to U.S. Energy Corp.
                    shares. Seller's right to convert shares of Buyer to U.S.
                    Energy Corp. shares shall be limited to conversions valued
                    at $50,000, or more, of U.S. Energy Corp. shares in any
                    single transaction.

     3.  There  shall  be  added a new Paragraph 2.1.3 entitled "Registration of
     U.S.  Energy  Shares",  as  follows:

                    U.S. Energy Corp. shall file a registration statement for
                    the 100,000 shares of U.S. Energy Corp. common stock in
                    order that the Buyer may, at its option, sell the same in
                    the public market, within ninety (90) days after the
                    Closing, at the sole cost and expense of U.S. Energy Corp.

     4.  There  shall  be  added  a  new  Paragraph 9.2 "Extension", as follows:

                    Notwithstanding anything herein to the contrary, the Closing
                    may, at the option of the Buyer, be extended to February 6,
                    2004, provided, however, that on or before January 30, 2004,
                    Buyer shall give Seller written notice thereof and shall pay
                    to Seller the sum of $75,000 as a non-refundable fee for
                    extension of the Closing date, such sum not to be a credit
                    against the Purchase Price.

     5.  Except  as  amended  by  this  Agreement,  the  Parties re-affirm their
     Agreement  for  Purchase  and  Sale  dated  December  18,  2003.




     6. This Agreement may be signed in counterpart and exchanged via facsimile.

     DATED  this  30th  day  of  December,  2003.



SELLER:                                     HI-PRO  PRODUCTION,  LLC


                                            BY: /s/ Steven R. Youngbauer
                                            STEVEN  R.  YOUNGBAUER  -  PRESIDENT



BUYER:                                      ROCKY  MOUNTAIN  GAS,  INC.


                                            BY: /s/ Mark Larsen
                                            MARK  LARSEN  -  PRESIDENT




                                            U.S.  ENERGY  CORP.


                                            BY: /s/ Keith Larsen
                                            KEITH  LARSEN  -  PRESIDENT