EXHIBIT 10-55
                           MASTER RESOLUTION AGREEMENT

        THIS MASTER  RESOLUTION  AGREEMENT is made this day of November 1996, by
and between U.S.  Energy Corp. and Crested Corp.  (together  "USECC"),  Gunnison
Center Properties,  L.L.C.  ("GCP"),  and Contour  Development  Company,  L.L.C.
("Contour"). RECITALS:

        A.     USECC and GCP entered into Escrow Closing  Instructions  directed
               to Fox Title West,  Inc.,  by letter  dated  November  28,  1995,
               signed by USECC on December 10, 1995, a copy of which is attached
               hereto as Exhibit "A".  Those  Escrow  Closing  Instructions  are
               hereinafter referred to as the "Escrow Instruction Letter."

        B.     GCP previously  executed and delivered to USECC a promissory note
               in the amount of $487,365.86 dated January 26, 1995 (the "A Note"
               a copy of which is attached  hereto as Exhibit  "B") secured by a
               deed of trust dated the same date  encumbering  real  property in
               the Gunnison Center/Meadows PUD Phase 1-R in Gunnison, Colorado.

        C.     Pursuant  to the Escrow  Instruction  Letter,  GCP  executed  and
               delivered  to Fox Title  West,  Inc. a  substitute  deed of trust
               dated December 10, 1995,  encumbering  Lots 11 and 13 of Gunnison
               Center/Meadows  PUD Phase 1-R to secure the balance due under the
               A Note.

        D.     Further,   pursuant  to  the  Escrow  Instruction  Letter,  USECC
               executed and delivered to Fox Title West,  Inc. a promissory note
               in the  amount of  $263,700  in favor of GCP (the "Lot 17 Note" a
               copy of which is  attached  hereto  as  Exhibit  "C") as  partial
               payment for Lot 17 of the Gunnison Center/Meadows Subdivision

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               Phase 1-R, secured by a lien on the same Lot 17, and GCP executed
               and delivered a special  warranty  deed  conveying Lot 17 to U.S.
               Energy Corp.

        E.     Castle Mountain  Ranches,  L.L.C.,  has executed and delivered to
               Crested  Corp.  two  promissory  notes dated May 30, 1995, in the
               respective face amounts of $630,873 and $145,500, secured by deed
               of trust  liens on  property  owned by Castle  Mountain  Ranches,
               L.L.C., in Gunnison County,  Colorado. These promissory notes are
               referred to herein as the "B Notes", copies of which are attached
               hereto as Exhibit "D".

        F.     The parties  acknowledge  that the  execution and delivery of the
               documents  under  the  Escrow  Instruction  Letter  did not fully
               satisfy the  parties'  obligations  under the Escrow  Instruction
               Letter,  and that the  parties  anticipated  further  action  and
               agreements  between  them,  pursuant  to the  Escrow  Instruction
               Letter.

        NOW,  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of  which  is  hereby  acknowledged,  and in  consideration  of the
foregoing  recitals,  and the following  covenants and  conditions,  the parties
agree as follows:

        1. RESOLUTION OF DISPUTES,  DISAGREEMENTS AND ESCROW  INSTRUCTION LETTER
OBLIGATIONS.  Contingent only on Closing,  as hereinafter  defined,  the parties
hereby resolve, waive, discharge and satisfy any and all disputes, disagreements
and obligations  between them to the extent arising under the Escrow Instruction
Letter by consummating the transactions contemplated herein.  Accordingly,  this
Agreement supersedes and novates all executory obligations claimed or existing


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                                                                   EXHIBIT 10-55


under  the  Escrow  Instruction  Letter.  The  parties  shall  have  no  further
obligations under the Escrow  Instruction Letter following  execution,  delivery
and full consummation of each covenant under this Agreement,  provided, however,
the  parties  acknowledge  the  validity  of the  transactions  under the Escrow
Instruction Letter consummated to date.

        2. CREATION OF TENDERFOOT  PROPERTIES,  L.L.C.  At Closing,  the parties
shall  form a  Colorado  limited  liability  company  to be known as  Tenderfoot
Properties,   L.L.C.,   for  the  purpose  of  owning  and  developing  Lot  17.
Accordingly,  USECC shall contribute to Tenderfoot  Properties all of its right,
title and interest in Lot 17, subject to any encumbrances  thereon including the
lien  securing  the Lot 17 Note,  for a 27%  ownership  interest  in  Tenderfoot
Properties.  Contour shall contribute to Tenderfoot Properties all of its right,
title and interest in the engineering, design, financing, plans and existing and
future  development  expertise  involved and  invested to date in the  apartment
project  planned  for  Lot  17,  for  a 46%  ownership  interest  in  Tenderfoot
Properties.  GCP shall  contribute  to Tenderfoot  Properties  all of its right,
title and interest in the Lot 17 Note and the Deed of Trust  securing the Lot 17
Note, for a 27% ownership interest in Tenderfoot Properties.

        3. SALE OF A AND B NOTES  AND  INTEREST  IN  TENDERFOOT  PROPERTIES.  At
Closing,  USECC shall  assign,  sell and  transfer to Contour the A Note and all
associated security interests,  without recourse, in exchange for a cash payment
of $25,000  and the  execution  and  delivery of a  promissory  note to USECC by
Contour in the face amount of  $454,894.15,  in the form of that promissory note
attached hereto as Exhibit "E". In addition at Closing, Crested Corp. shall


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                                                                   EXHIBIT 10-55


assign,  sell and  transfer to Contour the B Notes and all  associated  security
interests,  without  recourse,  in exchange for the  execution and delivery of a
promissory  note to Crested Corp. by Contour in the face amount of  $872,508.02,
in the  form of that  promissory  note  attached  hereto  as  Exhibit  "F".  The
promissory notes to be executed and delivered by Contour hereunder are hereafter
referred  to as the "New  Notes".  The New Notes shall be secured by a pledge of
Contour's interest in Tenderfoot Properties,  as evidenced in the form of Pledge
Agreement  attached  hereto as Exhibit  "G", to be  executed  and  delivered  at
Closing.  Further,  in  consideration  for the New Notes and the resolutions and
releases provided in Paragraph 1 above, USECC shall transfer,  assign and convey
all of its right,  title and  interest in  Tenderfoot  Properties  to Contour at
Closing.

        4. CLOSING.  The parties shall consummate the transactions  contemplated
herein, and deliver executed copies of the documents described herein, effective
December 1, 1996,  although such  deliveries  may occur within five (5) business
days before or after that date.  The parties shall take all  reasonable  actions
necessary and requested to consummate  these  transactions  and give all further
assurances  reasonably  requested,  including  the execution and delivery of any
additional documents evidencing or perfecting the transactions.

        5.  AUTHORITY  AND  DISCLAIMER  OF   REPRESENTATIONS.   Each  individual
executing  this  Agreement and any of the documents to be executed and delivered
pursuant  hereto,  represents  and  warrants  that he,  and the party he acts on
behalf  of,  have the  requisite  authority  to enter into and  consummate  this
Agreement. USECC represents that it has not sold and there is no existing


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                                                                   EXHIBIT 10-55

assignment,  or  encumbrance  of the A Note or the B Notes.  Beyond the  express
representations   made   herein,   the  parties   disclaim  any  and  all  other
representations,  express or implied,  concerning the transactions  contemplated
hereunder.

        IN WITNESS WHEREOF, the parties execute this Master Resolution Agreement
effective the date written above.

U.S. Energy/Crested Corp.                   Contour Development Company, L.L.C.

By   /s/  MAX T. EVANS                      By   /s/ VAL L. OLSEN
     ----------------------------------          ------------------------------
It   SECRETARY/PRESIDENT, RESPECTIVELY      Its  MANAGING MEMBER
     ----------------------------------          ------------------------------

Gunnison Center Properties, L.L.C.


By    /s/  JEFFREY KUHN
     ----------------------------------
Its   MANAGING MEMBER



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