AMENDMENT #3 OF
             JOINT EXPLORATION, DEVELOPMENT AND OPERATING AGREEMENT

     This  Amendment  #3  of  the  Joint  Exploration, Development and Operating
Agreement  between  RAG  Wyoming Land Company ("RAG") and Hi-Pro Production, LLC
("Hi-Pro")  is  entered  into  this  ____  day  of  _______________,  2002.

     WITNESSETH,  that:

     WHEREAS,  RAG and Hi-Pro have entered into a Joint Exploration, Development
and  Operating  Agreement  for the Development and Production of Coalbed Methane
Gas  effective  June  15,  2000,  (the  "Agreement");  and

     WHEREAS,  Exhibit  "C" to the Agreement sets forth the legal description of
the  lands  covered by the Agreement and the parties have previously amended the
Agreement  by  Amendments  #1  and  #2;  and

     WHEREAS,  the  parties  desire  to  amend  and  replace  Exhibit "C" to the
Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  premises,  and  of the mutual
promises  and  covenants  contained  herein,  and  for  good  and  valuable
consideration,  the  receipt  and  sufficiency  of  which  is  hereby  mutually
acknowledged,  the  parties  agree  as  follows:

     1.     That Exhibit "C" to the Joint Exploration, Development and Operating
Agreement  between  the  parties  dated  June  15,  2000,  is hereby amended and
replaced  with  the  amended  Exhibit  "C",  attached  hereto.

     2.     The  parties  further  agree  that  all  other terms, provisions and
covenants  of  the  Agreement,  as  amended,  shall  remain  unchanged.


          IN  WITNESS  WHEREOF,  the parties have caused this Amendment #3 to be
executed by their respective representatives as of the date first above written.


                                       HI-PRO  PRODUCTION,  LLC


                                       BY:     _____________________________
                                               AUTHORIZED  MEMBER



                                       RAG  WYOMING  LAND  COMPANY


                                       Y:     _____________________________
                                              AUTHORIZED  OFFICER