MEMBER INTEREST PURCHASE AGREEMENT

AMENDMENT NO. 2

This AMENDMENT NO. 2 dated November 18, 2011 is to that certain MEMBER INTEREST PURCHASE AGREEMENT made as of October 1, 2011, as previously amended, by and between Ty Miller, Levi Miller, and Eric Jessen ("Sellers") of membership interests of Miller Fabrication, L.L.C., a Wyoming limited liability company ("Miller, or the Company"), and High Plains Gas, Inc., a Nevada corporation ("Buyer").

1.

Conflict. In the event there is a conflict between the terms of the original Member Interest Purchase Agreement, the terms of this Amendment shall control any interpretation. Unless this Amendment expressly amends or supplements the language of the Member Interest Purchase Agreement, the original terms of the Member Interest Purchase Agreement shall remain in full force and effect. Unless otherwise defined in this Amendment, terms defined in the Lease Agreement shall be similarly defined herein.

2.

Section 2.2 (a) is hereby deleted and replaced in its entirety with the following:

(a)     In consideration of Seller's sale, conveyance, transfer, delivery and assignment to Buyer of the Seller Member Interest, Buyer shall, no later than December 31, 2011, pay to Sellers the sum of Eight Hundred Forty Five Thousand ($845,000) in cash by immediately available funds (the "Initial Cash Consideration").

IN WITNESS WHEREOF, each party hereto has caused this Purchase Agreement to be executed in its name by a duly authorized officer as of the day and year first above written.