U.S. ENERGY CORP.
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                              CONSULTING AGREEMENT
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                              (INCLUDING WARRANT)


This  Consulting  Agreement  is  made and entered into at Riverton, Wyoming this
17th  day  of  March  2003,  by  and  between  C.C.R.I.  Corporation, a Colorado
corporation  of  3104 E. Camelback Road, #539, Phoenix, AZ  85016 ("Consultant")
and  U.S.  ENERGY  CORP.,  a  Wyoming Corporation of 877 N. 8th W., Riverton, WY
82501  ("USEG'  or  the  "Company").

   It  is  agreed  as  follows:

     1.   Consultant  Services.  Consultant  hereby  agrees  to  perform  and
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provide investor relations and development services for the Company.  Consultant
will  perform  the  Services  with  the assistance and full participation of Mr.
Malcolm  McGuire  and  his  associates.  The  services  will include, but not be
limited  to,  the  following:

          (a)  Preparation  of  the  Corporate  Profile,  suitable  for use with
     brokers  and  investors  (research,  write,  design, print and distribute).

          (b)  Design  and  implement  a  Plan  for both the short and long term
     encouragement  of  investor  interest  in  the  Company.

          (c)  Interface with the investment community on behalf of the Company,
     and  work  to  generate  investor  interest in the Company in this setting.

          (d)  Assist the Company in preparing press releases, upon request, and
     introduce  the  Company to appropriate financial writers and media persons.

          (e)  Prepare  and  distribute  FAX  pieces  designed  specifically  to
     encourage interest in the Company (utilizing C.C.R.I.'s broker and investor
     FAX  NETWORK).  A  similar e-mail distribution is sent to our International
     network.

          (f) Enlist additional quality brokerage houses to follow the Company's
     stock and to be market makers. Assist the Company in securing a more senior
     exchange  listing.

          (g)  Introduce  Company  personnel  to  key  persons in the investment
     community  and  to C.C.R.I.'s network of brokers, financial planners, money
     managers,  analysts, and investors. This will include due diligence meeting
     in  select  cities.

          (h)  Include  information about the Company in a national distribution
     that  will  target  selected  appropriate institutions, brokers, investment
     firms,  analysts  and  individual  investors.

          (i)  Develop  a  list of key brokers that can be educated on behalf of
     the  Company  and  its  stock,  and  seek  to enhance the interest of these
     brokers  in  the  Company.

          (j)  Assist,  when  requested,  in the preparation of presentations to
     broker and investor groups, as well as the arranging of said presentations.

          (k)   Provide  quality  Internet  exposure  via  C.C.R.I's  Web  Site.

          (l)  Work  with  Company's  officers  to  develop  an ongoing in-house
     program  for  investor  relations.

          (m)   Interact  with  the  market  makers  on  behalf  of the Company.

          (n)  Give  such  strength  and liquidity to the stock at to facilitate
     Company  objectives.

          (o)  Consultant will provide names, addresses and phone numbers of all
     contacts made on behalf of the company within 10 days after the end of each
     month  this  contract  is  in  effect.

     2.     Payment.   Subject  to  the provisions of the Agreement, the Company
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shall pay Consultant the following as full compensation for the Services for the
term  hereof:

          (a) Monthly Fee. The Company shall pay Consultant a monthly fee in the
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     amount  of  $2,000.  Said  fee  shall  compensate  Consultants  for general
     overseeing  of  market  activity  of  the stock and the activities detailed
     under  Consultant  Services. The first $2,000 is due at the signing of this
     Contract.  Fee  will  also  cover  Consultants  normal monthly expense. The
     $2,500  profile  design  fee  will  also  be due upon the inception of this
     Contract.

          (b)  Monthly  Expenses.  Normal  monthly  expenses  will be covered in
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     monthly  retainer.  These  costs  will  normally be fax, telephone, e-mail,
     secretarial,  fed-x,  etc.

          (c)  Financial  Activities.  If  and  when  appropriate,  this will be
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     covered  in a separate agreement. All introductions which bring new capital
     will  be  subject  to  a  2%  Finders  Fee.

          (d) Stock Compensation. Consultant shall receive 24,000 shares of USEG
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     restricted  stock,  vested  as  follows:  4,000  shares  upon  inception of
     Contract  which  will  be issued within a reasonable time after the date of
     the agreement in the name of C.C.R.I. Corporation with the remaining 20,000
     shares  vested  over the remaining 5 months at the rate of 4,000 shares per
     month.  The  remaining  5  certificates  for  4,000  shares  each,  will be
     delivered to consultant on the 2nd month 3rd month, 4th month 5th month and
     6th  month  anniversary of the contract and each certificate will be issued
     in  the name of C.C.R.I. Corporation. The company agrees to make reasonable
     efforts to register these shares as follows: 12,000 shares of company stock
     after  the  6  month anniversary of this contract, 12,000 shares of company
     stock after the one year anniversary of this agreement or the stock will be
     salable  under  rule  144 after 1 year from exercise of the warrant. In the
     event  of  death  of  Malcolm McGuire prior to the complete exercise of the
     warrant,  any  remaining  portion  of  the  warrant  shall  terminate.

          (e)  Warrant  Compensation.  Warrant compensation shall be as follows:
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     25,000 warrants to purchase USEG common stock at a price of $3.75 per share
     to be vested when the stock trades at a closing price above $4.00 per share
     for  a  period of 10 consecutive business days. 25,000 warrants to purchase
     USEG  common  stock  at  a  price of $4.50 per share to be vested when USEG
     trades  at  a  closing  price  above  $5.00  per  share  for a period of 10
     consecutive business days. 25,000 warrants to purchase USEG common stock at
     a  price  of  $5.50  per  share  to be exercised when the stock trades at a
     closing price above $6.00 per share for a period of 10 consecutive business
     days.  Note:  All  warrants not exercised shall expire three years from the
     date  of  this agreement. These warrants will be exercisable only for cash.

     3.     Project  Expenses.   The  Company  shall pay for special promotional
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events and materials, such fees to be approved in advance by the Company, and to
be  payable  upon submission by Consultant to the Company of itemized statements
accounting for such expenses.  In certain circumstances, the Company will prepay
the Consultant's airfare or hotels costs directly as agreed to in advance by the
parties.  All  such  projects will have to have the prior approval in writing by
the  company.  Such  projects  will include but not be limited to the following:

          (a)  Corporate  Profile. Consultant agrees to research, write, design,
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     and  print  a  full color, magazine quality, corporate profile suitable for
     use  by  both  brokers  and  investors.  Cost  shall be $5,000, with $2,500
     payable at inception of contract and $2,500 payable upon Company's approval
     to  print.

          (b)  Promotional Events.  The  Company agrees to reimburse  Consultant
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     for  travel,  meal  and  lodging  expenses  incurred in co-hosting with the
     Company promotional meetings for prospective investors, such meetings to be
     approved  in advance and at the discretion of the Company. The Company also
     agrees to pay all room rental and catering expenses incurred in hosting any
     such  meetings.  The  Company  will  also  cover costs of broker conference
     calls.

          (c)  Mailing.  The  Consultant  shall  cause  to  be mailed certain
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     pre-printed  materials  over  the  course  of  the  Contract.

     4.     Prior Approval of Published Materials.  Consultant shall provide the
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Company  for  its  review  and comment (AND PRE-APPROVAL) copies of any tangible
communications, whether written or recorded on audio, video or film media, which
Consultant  may  give to any person in providing the Services.  Consultant shall
provide  such  copies to the Company a minimum of two (2) business days prior to
Consultant's first proposed use of such material, or more than five (5) business
days  prior  if  necessary,  to  provide the Company the opportunity to make any
revisions  it  deems  appropriate  and  necessary to such materials.  Consultant
shall  not  use materials in performing the Services which contain any statement
which  is  false  or  misleading, and it shall include in all such materials all
information  necessary  to make the statements contained therein not misleading;
provided  that  Consultant  shall  not  be  responsible  for  the  accuracy  or
completeness  of  information  furnished  to  it  in  writing  by  the  Company.
Consultant  will include the terms of this contract with any communications that
it  provides  to  potential  investors,  broker  or  any  other  entity.


     5.     Nondisclosure  of  Confidential  or  Insider  Information.
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          (a)  In  the  course of performance of Consultant's duties, Consultant
     may  receive  information  which  is considered material inside information
     within  the meaning and intent of the United States federal securities law,
     rules  and  regulations.  Consultant  will not disclose this information to
     others,  except  as expressly authorized in writing by the Company and will
     not  use  this  information  directly  or  indirectly  for  the  benefit of
     Consultant  or  as  a  basis  for  advice to any other party concerning any
     decision  to  buy,  sell,  or otherwise deal in the Company's securities or
     those  of  any of its affiliated companies. The Consultant acknowledges the
     Company's  continuing  obligation  to  comply with the SEC's Regulation FD.
     Therefore,  the  Consultant  agrees  not to disclose to any person, for any
     reason,  any  material  inside  (not  public) information about the Company
     which  the  Consultant  may  receive.

          (b)  The provisions of this Section 6 shall survive the termination or
     expiration  of  this  agreement.

     6.     Scope of Engagement.  Consultant shall retain the legal status of an
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independent  contractor.  In  no event shall Consultant be or be deemed to be an
employee  or  agent  of  the  Company,  or to qualify for benefits afforded such
persons  as Company employees.  Consultant has no power or authority to act for,
represent  or  bind  the  Company.

     7.     Term.  This  agreement  shall  commence  on  the  date first written
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above,  and  shall terminate on September 17, 2003, unless earlier terminated by
either  party  pursuant  to the terms hereof.  This Agreement may be extended by
the  Company  on a month to month basis if it notifies the consultant in writing
30  days  prior  to  September  17,  2003..

     8.     Termination.  After  September  17, 2003, either party may terminate
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this Agreement at any time upon thirty (30) days notice.  In the event that this
Agreement  is  terminated  by  either party, the Consultant shall be entitled to
reimbursement  of  expenses  of  unpaid  expenses.  Termination of the Agreement
shall  not  affect  the  rights  of  the  Consultant  under  the  Warrants.

      9.     Assignment.  This  Agreement  shall  be  binding  upon the parties'
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respective  successors  and  permitted  assigns.  Neither  party may assign this
Agreement  or  any  of  its  rights  or  obligations hereunder without the prior
written  consent  of  the  other  party.

     10.     Notices.  All  notices and other official communications under this
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Agreement  shall  be  in  writing  and  deemed  sufficiently  given if delivered
personally  or  mailed  by  first  class  mail,  postage  prepaid, to (if to the
Company)  U.S.  ENERGY  CORP.,  Keith  Larsen,  President,  877  North 8th West,
Riverton,  Wyoming,  82501,  (if  to  Consultant)  CCRI  Corporation,  3104 East
Camelback  Road,  #539,  Phoenix,  Arizona  85016,  Attention:  Malcolm McGuire.
Notices  shall  be  effective  upon delivery if delivered personally, and on the
third  business  day  after  mailing  if  mailed.

     11.     Severability.  In  the  event  any one or more of the provisions of
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this  Agreement  is  determined  to  be  invalid,  illegal or unenforceable, the
remaining  provisions  of  the  Agreement shall remain in full force and effect,
unless  the removal of the provisions of the Agreement so nullified would render
meaningless  either  party's  performance  hereunder.

     12.     Headings.  The  headings  used  in  the  Agreement  are  for  the
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convenience  of  the  parties  only and shall not in any way limit or affect the
meaning  or  interpretation  of  any  of  the  terms  hereof.

     13.     Entire  Agreement.  This Agreement constitutes the entire agreement
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between  the  parties  with respect to the subject matter embraced hereunder and
except  as  expressly  incorporated  herein,  supersedes  all  prior agreements,
promises,  proposals,  representation,  understanding  and negotiations, whether
written or oral, between the parties.  No modifications, amendments, supplements
to  or  waivers of this Agreement or any of the terms or conditions hereof shall
be  binding  upon  the  parties or of any effect unless made in writing and duly
sighed by both parties.  In the event of any conflict between this Agreement and
any  Warrant  Agreement  entered into by and between the parties, this Agreement
shall  control.

     14.     Governing  Law.  This  Agreement shall be governed by and construed
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in  accordance  with  the  laws  of Wyoming and the parties agree that any legal
action  initiated under this agreement shall be filed only in the Ninth Judicial
District  Court,  Fremont  County,  Wyoming.

     15.     Disclosure  of  Consultant Compensation.  All materials prepared by
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the  Consultant  shall  clearly  state  on  the  front cover the cash and equity
compensation paid by the Company.  The Consultant represents and warrants to the
Company  now,  and  throughout  the term of this Agreement, that the Consultant:

          (a) Is not, and no person employed by or providing consulting services
     to  the Consultant, and no person controlling the Consultant, is associated
     with any securities broker-dealer, or is a representative of any securities
     broker-dealer;  and

          (b) Will not be compensated (directly or indirectly) by any securities
     broker-dealer  for,  or  in  connection  with, the Services provided by the
     Consultant  under  this  Agreement.



Accepted  by:

C.C.R.I.  Corporation                     U.S.  ENERGY  CORP.




By:                                    By:
   ---------------------------------      --------------------------------------
      Malcolm  McGuire                     Keith  Larsen,  President

     Date:  March  17,  2003                Date:  March  17,  2003