THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
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BETWEEN HI-PRO PRODUCTION, LLC, AS SELLER, AND
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ROCKY MOUNTAIN GAS, INC., AS BUYER, DATED DECEMBER 18, 2003
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THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT between HI-PRO
PRODUCTION, LLC, as Seller ("Hi-Pro") and ROCKY MOUNTAIN GAS, INC., as Buyer
("RMG") is dated January 30, 2004.
WITNESSETH, that
WHEREAS, the Parties entered into that certain Agreement for Purchase and
Sale dated December 18, 2003, as amended December 30, 2003, and as amended
January 20, 2004; and
WHEREAS, the Parties wish to make this Third Amendment in order to allow
for a closing to occur this day.
NOW, THEREFORE, it is agreed by and between the Parties as follows:
1. The Parties shall enter into an "Agreement to Deliver Shares" whereby
certain shares of U.S. Energy Corp. to be paid as a part of the Purchase
Price shall be delivered to Hi-Pro's assigns on or before February 17,
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2004, in accordance with an "Agreement to Deliver Shares" of even date
herewith.
2. That portion of the Exhibit to the Parties' Purchase and Sale Agreement
describing the "Gas Contracts" to be conveyed by Hi-Pro to RMG, or its
assigns, shall be amended to conform with that Schedule attached hereto as
Exhibit "A".
3. Except as amended by this Third Amendment, the Parties reconfirm the
Agreement for Purchase and Sale, as previously amended.
DATED this 30th day of January, 2003.
SELLER: HI-PRO PRODUCTION, LLC
BY: /s/ Xxxxxx X. Xxxxxxxxxx
XXXXXX X. XXXXXXXXXX - PRESIDENT
BUYER: ROCKY MOUNTAIN GAS, INC.
BY: /s/ Xxxx Xxxxxx
XXXX XXXXXX - PRESIDENT
U.S. ENERGY CORP.
BY: /s/ Xxxxx Xxxxxx
XXXXX XXXXXX - PRESIDENT