0000101594-06-000133 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 9th, 2006 • Us Energy Corp • Metal mining • New Jersey

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 5, 2006, by and between U.S. ENERGY CORP., a Wyoming corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

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STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 9th, 2006 • Us Energy Corp • Metal mining • New Jersey

THIS AGREEMENT dated as of the 5th day of May 2006 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and U.S. ENERGY CORP., a corporation organized and existing under the laws of the State of Wyoming (the “Company”).

PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • May 9th, 2006 • Us Energy Corp • Metal mining • New Jersey

The undersigned, U.S. Energy Corp., a Wyoming corporation (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”) as follows:

TERMINATION AGREEMENT
Termination Agreement • May 9th, 2006 • Us Energy Corp • Metal mining

THIS TERMINATION AGREEMENT (the “Agreement”) is made and entered into effective as of May 5, 2006, by and between U.S. ENERGY CORP, a Wyoming corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

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