EXHIBIT 10.52
                                   EXHIBIT "G"



                                    CONTRACT

                               SERVICES AGREEMENT

                                       for

                      THE SWEETWATER URANIUM MILL FACILITY

                                     between

                           KENNECOTT URANIUM COMPANY,

                           as Manager and on behalf of

                       THE GREEN MOUNTAIN MINING VENTURE,

                                       and

                               U. S. ENERGY CORP.,
                                       and


                                  CRESTED CORP.
                                      d/b/a
                                     USE/CC

                                  as Contractor



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                                                                   EXHIBIT 10.52


RECITALS.....................................................................1

AGREEMENT....................................................................1

SECTION ONE..................................................................1

1.1 Definitions..............................................................1
1.2 Headings.................................................................1
1.3 References...............................................................2
1.4 Incorporation of Annexes and Appendices..................................2
1.5 Engagement of Contractor.................................................2
1.6 Payment to Contractor....................................................2
1.7 Independent Contractor...................................................2
1.8 Assignment...............................................................3
1.9 Controlling Law..........................................................3
1.10 Waiver of Jury Trial....................................................3
1.11 Entire Agreement; Severability..........................................3

SECTION TWO..................................................................4

2.1 Laws, Ordinances, Permits and Licenses...................................4
2.2 Qualification to do Business.............................................5
2.3 Performance of Work......................................................6
2.4 Insurance and Bonds......................................................6
2.5 Nonwaiver of Defaults....................................................7
2.6 Strikes or Lockouts......................................................7
2.7 Claims by Contractor.....................................................7
2.8 Site and Document Inspections............................................7
2.9 Contractor's Warranty....................................................8
2.10 Back Charges............................................................9
2.11 Indemnification........................................................10
2.12 Waiver and Release of Liens............................................10
2.13 Owner-Furnished Materials, Tools and Equipment.........................11
2.14 Contractor's Security Responsibilities.................................11
2.15 Inspection of Work.....................................................11
2.16 Cooperation............................................................12
2.17 Progress...............................................................12
2.18 Force Majeure..........................................................12
2.19 Suspension.............................................................13
2.20 Expiration or Termination..............................................14
2.21 Intentionally Omitted..................................................15
2.22 As-Built Drawings and Specifications...................................15
2.23 Pre-Operational Testing................................................15
2.24 Final Inspection and Acceptance........................................15
2.25 Accounting Audit.......................................................15



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                                                                   EXHIBIT 10.52


SECTION THREE...............................................................16

        3.1 Notices.........................................................16
        3.2 Insurance.......................................................17
        3.3 Liability of Contractor.........................................17
        3.4 Payment for Reimbursable Costs..................................18
        3.5 Method and Time of Payment......................................18
        3.6 Repayment by Contractor.........................................20
        3.7 Commencement and Completion of the Work.........................20

ANNEX AND APPENDICES

Annex I:       Definitions
Appendix A:    Description of the Work
Appendix B:    Permits and Bonds
Appendix C:    Required Insurance
Appendix D:    Reimbursable Costs



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                                                                   EXHIBIT 10.52


                           CONTRACT SERVICES AGREEMENT

        THIS CONTRACT SERVICES AGREEMENT (the "Agreement"),  made as of June 23,
1997  is by and  between  Kennecott  Uranium  Company,  a  Delaware  corporation
("KUC"),  as Manager and on behalf of the Green Mountain Mining Venture, a joint
venture  between  Kennecott  Uranium  Company,  U.S.  Energy  Corp.,  a  Wyoming
corporation  ("USE"),  and a joint  venture  between  USE and Crested  Corp.,  a
Colorado  corporation  ("Crested") (the joint venture between USE and Crested is
referred to as "USE/CC") ("Owner"), and USE/CC ("Contractor").

                                           RECITALS

        A.  Owner owns an  uranium  ore  processing  plant and  certain  related
facilities in Sweetwater  County,  Wyoming,  known as the  Sweetwater  Mill. The
Sweetwater Mill is currently on standby status.

        B.  Owner desires to make certain improvements to the Sweetwater Mill so
that the Sweetwater Mill can be placed on operational  status in compliance with
the rules and  regulations of the Nuclear  Regulatory  Commission (the "NRC") in
the event that the GMMV makes a decision in the future to operate the mill.

        C.  Contractor  has the skill and expertise to advise Owner with respect
to the  improvements and other  activities  necessary,  including the associated
permitting activities, to place the mill on operational status and the skill and
expertise  necessary to develop a strategy  for, and to supervise and to perform
the design,  engineering,  permitting,  procurement  and other work necessary to
complete the  improvements  desired by Owner and to place the Sweetwater Mill on
operational  status by  performing  the Work as  described in Appendix A to this
Agreement.  The Work will be performed in two phases.  Phase I is the evaluation
phase,  the  components  of which are set out in  Appendix A to this  Agreement.
Phase II will  involve  implementation  of the  detailed  plan for  placing  the
Sweetwater  Mill on  operational  status  which will be developed as part of the
evaluations conducted in Phase I.

                                    AGREEMENT

        For good and  valuable  consideration,  the receipt and  sufficiency  of
which are acknowledged by Owner and Contractor, the parties agree as follows:

                                   SECTION ONE

1.1     Definitions.

        Capitalized terms used in this Agreement are defined in Annex I.

1.2     Headings.

        The Section  headings  contained  in this  Agreement  are  inserted  for
convenience  only and shall not affect in any way the meaning or  interpretation
of this Agreement.


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                                                                   EXHIBIT 10.52


1.3     References.

        Any reference to any federal,  state,  local,  or foreign statute or law
shall  be  deemed  also  to  refer  to all  rules  and  regulations  promulgated
thereunder unless the context requires otherwise.
The word "including" shall mean including without limitation.

1.4     Incorporation of Annexes and Appendices.

        The Annexes and Appendices identified in this Agreement are incorporated
by reference and made a part of this Agreement.

1.5     Engagement of Contractor.

        Owner engages Contractor to perform the Work at the Sweetwater Mill, and
Contractor agrees to complete the Work to the reasonable  satisfaction of Owner,
all in accordance with this Agreement.

1.6     Payment to Contractor.

        Owner shall pay Contractor the amount of Reimbursable  Costs incurred by
Contractor in performing the Work as full  consideration  for the performance of
the Work as  provided in Section 3.4 of this  Agreement.  Owner  agrees that any
Reimbursable  Costs incurred in connection with the Work after May 1, 1997 shall
be reimbursed by Owner.

1.7     Independent Contractor.

        (a) Contractor  shall perform all activities  under this Agreement as an
independent  contractor  and shall in no way act,  or purport to act, as Owner's
agent.  Contractor  shall be responsible for and shall withhold or pay, or both,
as may be  required  by law,  all  taxes  pertaining  to the  employment  of its
personnel and/or performance of the Work. All fines,  penalties or other charges
imposed or assessed against Contractor by reason of its violation of, or failure
to comply with, any provision of any law, together with all expense of defending
litigation in respect  thereto,  shall be paid by Contractor  and shall not be a
reimbursable cost.

        (b) All personnel  performing the Work shall be engaged by Contractor or
its  subcontractors.  Contractor may engage qualified  subcontractors to perform
portions of the Work,  however,  Contractor shall be solely  responsible for the
performance of the Work by its employees and the employees of its subcontractors
and  shall  provide  adequate  supervision  of such  employees  so as to  ensure
compliance  with the terms and conditions of this  Agreement.  Contractor  shall
remove any of its  employees  or any of its  subcontractors,  or shall cause its
subcontractors to remove their employees,  from the Work if Owner considers such
a removal  necessary  in the  interest  of Owner and so  advises  Contractor  in
writing.

        (c) Except as otherwise expressly provided in this Agreement, Contractor
will  provide  all  consultants,   supervisors,   tools,  services,  facilities,
equipment,  labor,  materials and supplies needed to accomplish and complete the
Work.


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                                                                   EXHIBIT 10.52


1.8     Assignment.

        Contractor may not assign this Agreement or any part thereof without the
prior written consent of Owner except that Contractor may engage  subcontractors
with respect to the Work so long as Contractor  guarantees  the  performance  of
this  Agreement  in all  respects by each such  subcontractor  and assumes  full
responsibility  for any and all of  their  acts or  omissions.  Contractor  will
notify Owner of its intent to engage any  subcontractor and the identity of such
subcontractor  along with a description of the nature of the portion of the Work
to be performed by the subcontractor and evidence of the subcontractor's ability
to perform such work prior to engaging such subcontractor.

1.9     Controlling Law.

        This Agreement shall be governed by and construed in accordance with the
domestic  laws of the State of Wyoming  without  giving  effect to any choice or
conflict of law  provision or rule (whether of the State of Wyoming or any other
jurisdiction)  that would cause the application of the laws of any  jurisdiction
other than the State of Wyoming.

1.10    Waiver of Jury Trial.

        Each of the parties hereto agrees that it shall not seek a jury trial in
any  proceeding  based  upon or  arising  out of or  otherwise  related  to this
Agreement or any of the other documents and instruments  contemplated hereby and
EACH OF THE  PARTIES  HERETO  HEREBY  WAIVES  ANY AND ALL RIGHT TO ANY SUCH JURY
TRIAL.

1.11    Entire Agreement; Severability.

        (a) This Agreement contains the entire agreement between the parties and
shall  supersede  all other  writings  with  respect  to the  engagement  of the
Contractor to perform the Work.  The parties shall not be bound by, or be liable
for any statement,  representation,  promise,  inducement or understanding  with
respect  to  performance  of the  Work  not  set  forth  in this  Agreement.  No
amendments or  modifications  of any of the terms or  conditions  shall be valid
unless reduced to writing and signed by both parties.

        (b) Any  term  or  provision  of  this  Agreement  that  is  invalid  or
unenforceable in any situation in any jurisdiction shall not affect the validity
or  enforceability  of the remaining terms and provisions hereof or the validity
or  enforceability  of the offending term or provision in any other situation or
in any other jurisdiction.


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                                                                   EXHIBIT 10.52


                                   SECTION TWO

2.1     Laws, Ordinances, Permits and Licenses.

        Contractor  shall be aware of and fully  informed  with  respect to, and
shall fully comply with, all present and future laws, ordinances, orders, rules,
regulations,   safety  plans,   and   requirements  of  every  duly  constituted
governmental authority, agency or instrumentality, shall obtain and pay for, and
take all  actions  necessary  to  maintain  and renew all  required  permits and
licenses,  certificates and approvals  (collectively  "permits")  required to be
obtained  by  Contractor  in  connection  with the  Work,  except  as  otherwise
expressly provided in this Agreement:

        (a) Without  limiting the generality of the foregoing,  Contractor shall
be aware of and shall fully comply with all  Environmental  Laws, all employment
and equal  opportunity  laws  (including,  without  limitation,  the Fair  Labor
Standards Act of 1938, as amended,  the Immigration  Reform and Control Act, the
Americans With Disabilities Act of 1990, the Veteran's Readjustment Act of 1974,
and the  Rehabilitation  Act of 1973 and all orders and regulations  promulgated
pursuant to such acts) and all other acts, laws orders and regulations  that may
be required of Owner or Contractor with respect to the Work;

        (b) Without  limiting the generality of the foregoing,  Contractor shall
be aware of and fully  informed  with respect to  Contractor's  responsibilities
under,  and shall fully comply with all MSHA/OSHA laws.  Contractor  shall apply
for and  obtain  a  contractor  identification  number  as  required  under  the
MSHA/OSHA laws. Contractor shall be responsible for compliance by Contractor and
its subcontractors with all standards,  rules, and regulations promulgated under
applicable  MSHA/OSHA laws, and shall be responsible for any citations or orders
issued thereunder arising out of work to be performed pursuant to this Contract,
including any assessment levied in connection therewith;

        (c)  Contractor  shall notify Owner  immediately of any release or other
incident  reportable  under  SARA  Title  III  or  other  environmental  law  or
regulation.  If such notice cannot be immediately provided to Owner,  Contractor
shall make the requisite notification. Contractor further agrees to notify Owner
promptly  upon the  discovery  of any  hazardous  substance or  contaminant  (as
defined by CERCLA),  to advise Owner of any  hazardous or toxic  substance to be
used by Contractor in connection  with the Work and to furnish  Material  Safety
Data Sheets for all such materials;

        (d)  Contractor  agrees to  comply  with all  stipulations,  directives,
orders and requirements of any public body or officer having  jurisdiction  over
entry upon or use of any sites of the Work affecting land,  water,  air, and the
products thereof,  which are now or may become applicable to operations  covered
by this Agreement or arising out of performance of the Work.  Contractor  agrees
to report to Owner as soon as  practicable,  but not later than 12 hours  after,
all accidents or  occurrences  resulting in actual or  threatened  damage to the
work site or to the environment;

        (e)  During  the term of this  Agreement,  Owner  will use  commercially
reasonable  efforts to maintain,  or to cause to be  maintained,  the  operating
permits and bonds set out in Appendix B to this  Agreement;  provided,  however,
that Owner does not make any representation

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                                                                   EXHIBIT 10.52


or warranty with respect to its ability to maintain or to cause to be maintained
such permits or bonds,  or with respect to the ability of  Contractor to conduct
any  operations  on or with  respect to the  Sweetwater  Mill  pursuant  to such
permits  and bonds nor does Owner  represent  or warrant  that such  permits and
bonds are the only  permits  and bonds  required  to conduct  the Work.  For all
permits and bonds that remain in the name of Owner, Owner will make all payments
and  provide  all  notices  required  with  respect to such  permits  and bonds.
Contractor shall develop and shall recommend to Owner a strategy for negotiation
of all amendments,  renewals or other  modifications to such permits or bonds as
may be necessary to allow  Contractor to complete the Work. Owner will implement
such strategy in cooperation with Contractor unless such strategy is, in Owner's
reasonable   judgment,   inconsistent   with  applicable   law,   regulation  or
administrative policy or the terms of this Agreement,  such strategy jeopardizes
the continued  existence of such permits or bonds, or such strategy will subject
Owner to penalties under such law, regulation,  policy, permits or bonds. To the
extent permitted by applicable law, regulation and administrative  policy and so
long as such  direction is consistent  with the preceding  sentence,  Contractor
will prepare all  correspondence,  drawings and other documents  related to, and
will direct the course of all  negotiations  with such  agencies and  businesses
with  respect  to  the  terms,  conditions,  renewals,  amendments,  extensions,
replacement or transfer of such permits and bonds; provided, however, that Owner
will  initiate all contacts  with the agencies or  businesses  involved and will
participate  in all meetings and telephone  conferences  or other  conversations
with such  agencies  and  businesses  and will  approve in advance  the form and
content of all  correspondence  and other  documents  prepared by  Contractor in
connection  with such  negotiations  prior to  submission  to such  agencies and
businesses.

        (f) Contractor  shall also promptly  develop a strategy with respect to,
and advise Owner as to, any additional  permit or bond or increase in the amount
of an existing bond that is or will be required with respect to the Work. Within
15 days of  receiving  notice from  Contractor  as to any such need,  Owner will
determine if it desires to obtain such permit, bond or increase in the amount of
a bond in its own name,  in which case the permit or bond will be treated in the
same manner as the permits and bonds set out in Appendix B, or if it desires for
Contractor  to  secure  the  permit  or bond  in its own  name,  in  which  case
Contractor  shall be solely  responsible for the costs,  terms and conditions of
such permit,  bond or increase in the amount of a bond provided that such permit
or bond cannot be binding on Owner or extend beyond the date of  termination  of
this  Agreement.  If requested by  Contractor,  Owner will  participate  in, and
cooperate with respect to, negotiation of such permits and bonds.

        (g) All  costs  and  expenses  incurred  by  Owner in  carrying  out the
activities  described  in this  Section 2.1 shall be included in the  Transition
Costs as provided in the Acquisition Agreement.

2.2     Qualification to do Business.

        Contractor  is, and agrees to remain,  qualified  to do  business in the
State of Wyoming and to insure that all subcontractors engaged by Contractor are
qualified to do business in the state.


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                                                                   EXHIBIT 10.52


2.3     Performance of Work.

        (a) Except as expressly  provided in this  Agreement,  Contractor  shall
perform   all   consulting,   planning,   design,   engineering,    procurement,
coordination,   construction,   reclamation,  permitting  and  other  activities
necessary  to  accomplish  the Work in  accordance  with this  Agreement  and in
accordance  with the best standard  practices used in the industry and in a good
and workmanlike manner.

        (b)  Contractor  shall at all times  maintain  a safe work place for the
performance  of the Work and conduct all  operations  under this  Agreement in a
manner  to avoid  the risk of bodily  harm to  persons  or risk of damage to any
property. Contractor shall promptly take all precautions which are necessary and
adequate  against any conditions  which involve a risk of bodily harm to persons
or damage to any property.  Contractor shall, at all times, ensure that all work
areas are kept neat, clean, and in safe condition.

        (c)  Contractor  will comply with the  highest  standards  of safety and
accident  prevention  found in (i)  applicable  laws,  ordinances,  building and
construction codes, orders,  rules, and regulations,  (ii) the latest edition of
the  "Manual of  Accident  Prevention  in  Construction,"  as  published  by the
Associated  General  Contractors of America Inc. and (iii) the latest edition of
the "Accident  Prevention Manual for Industrial  Operations" as published by the
National Safety Council,  Inc.  Contractor  shall ensure that hard hats,  safety
glasses,   steel-toed  leather  work  boots  and  other  appropriate  protective
equipment  shall be worn at all times by  Contractor's  and all  subcontractors'
personnel while on Owner's property.

        (d) Contractor shall ensure,  by exercising all reasonable  means,  that
its agents and employees and those of its  subcontractors  are neither under the
influence of, nor do they use, possess, consume, transfer,  manufacture, or sell
or  attempt  to sell  any form of  alcohol,  intoxicant,  narcotic,  depressant,
stimulant,  hallucinogen,  or  illegal  drug  or  mind-  or  perception-altering
substance  (except  the taking of  prescribed  drugs  under the  direction  of a
licensed, qualified physician so long as such drugs do not pose a risk to Owner,
Contractor,  any subcontractor,  their employees or the public) while on Owner's
property or while performing Work.

        (e) Contractor shall provide and maintain  adequate first aid facilities
at the job site and arrange for  emergency  treatment  of injuries by doctors in
private  practice.  Owner  will not  assume  any  responsibility,  financial  or
otherwise,  for any  hospital,  medical,  or surgical  care or  treatment  which
Contractor,  subcontractors, or their employees may require during the course of
the Work or at any time thereafter.

2.4     Insurance and Bonds.

        Contractor  shall not commence  work until all insurance and bonds to be
furnished by Contractor hereunder have been approved in writing by Owner.


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                                                                   EXHIBIT 10.52


2.5     Nonwaiver of Defaults.

        Failure  of Owner  or  Contractor  at any  time or from  time to time to
enforce or require strict observance and performance of any term or condition of
this Agreement  will not constitute a waiver of, or affect,  or impair such term
or condition in any way; nor will such failure  affect the right of either party
to avail  itself at any time of such  remedies  as it may have for any breach or
breaches of such terms or conditions by the other party.

2.6     Strikes or Lockouts.

        Owner  accepts no  responsibility  for any  expense or delays  caused to
Contractor   by   (a)   strikes,   slowdowns   or   other   concerted   employee
work-interrupting  activities  by any  employee  group,  including  employees of
Contractor, or others, or (b) lockouts by any employer, including Contractor.

2.7     Claims by Contractor.

        All claims of Contractor,  all questions  concerning  interpretation  or
clarification of this Agreement or the acceptable  fulfillment of this Agreement
on the  part of  Contractor,  including  drawings  and  specifications,  and all
questions  as to  compensation  and to  extension  of time shall be submitted in
writing  to  Owner  for  determination.  All  determinations,  instructions  and
clarifications of Owner shall be final. In particular:

        (a) At all times,  Contractor  shall proceed with the Work in accordance
with the  determinations,  instructions and clarifications of Owner.  Contractor
shall be solely responsible for requesting  instructions or interpretations  and
shall be solely liable for any cost and expenses  arising from its failure to do
so; and

        (b) It is  specifically  agreed by Contractor that any and all claims by
Contractor against Owner arising out of this Agreement or the performance of the
Work shall be waived  unless  presented  in writing to the Owner within the time
limit  specified in this Agreement but in no event in excess of 90 calendar days
after  occurrence of the event or  circumstances  giving rise to such claim. All
such  claims  shall be  supported  by such  information,  costs and data in such
detail and  specificity as may be required by Owner to justify and  substantiate
such claims.  It is agreed that under no  circumstances  shall the Contractor be
compensated   or  reimbursed  for  expenses   incurred  in  claim   preparation,
presentation, or prosecution unless directed by Owner.

2.8     Site and Document Inspections.

        Contractor acknowledges that prior to entering into this Agreement:

        (a) Contractor has received and reviewed all drawings, reports and other
documents  referred to in this  Agreement,  including the  Appendices,  and that
Contractor understands the scope of Work contemplated by this Agreement.

        (b) Contractor has visited the Sweetwater  Mill and is in the process of
familiarizing  itself with the site and the  conditions  under which  Contractor
will perform the Work. Contractor

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                                                                   EXHIBIT 10.52


further  acknowledges that Contractor has familiarized  itself with all laws and
regulations  applicable to the performance of the Work,  including in particular
all laws and  regulations  pertaining to the NRC that might be applicable to the
Sweetwater  Mill  and the  Work.  By  execution  of this  Agreement,  Contractor
acknowledges such visit and an understanding of all circumstances and conditions
under  which  the Work  must be  accomplished.  Contractor  shall  have the sole
responsibility  of satisfying  itself  concerning the nature and location of the
Work and the general and local conditions.

        (c) Any prior work, investigations or studies made by Owner with respect
to the  Sweetwater  Mill or the Work which are made  available to  Contractor by
Owner were made by Owner solely with respect to its decision to proceed with the
Work and were made only for the purpose of study and design. The records of such
work,  investigations  or  studies  are  not a part of  this  Agreement  and are
furnished  solely for the convenience of Contractor and Contractor  acknowledges
that its  agreement to enter into this  Agreement is in no way premised upon the
scope,  completeness or accuracy of such work,  investigations or studies. Owner
makes no warranty, and assumes no responsibility  whatsoever,  in respect to the
sufficiency or accuracy of the work, investigations or studies thus made.

2.9     Contractor's Warranty.

        (a) Contractor  warrants and guarantees that the Work shall be performed
with that degree of skill and judgment which is normally exercised by recognized
professional  consulting  (including  environmental  consulting),   engineering,
procurement and construction  management firms performing  services of a similar
nature taking into account the oversight  responsibilities  of the NRC and other
affected  agencies  with  respect to portions of the Work,  and shall be free of
faulty planning,  consulting,  engineering,  design,  procurement,  construction
management  and  quality  assurance,  field  engineering  and other  services of
Contractor,  and that the Work shall be performed and shall conform to generally
accepted  consulting,  engineering  and  construction  management  standards and
practices.

        (b)  Contractor's  liability  for breach of the warranty  and  guarantee
given in this paragraph or the negligent performance of the Work to be performed
hereunder by  Contractor,  its  subcontractors  or their  employees  shall be as
follows:

               (i)    Contractor,  upon  receipt  of notice  from  Owner,  shall
                      promptly  remedy the defect or damage  identified by Owner
                      through   reperformance  of  the  work  and/or  repair  or
                      replacement of the facility so identified;

               (ii)   If  Contractor is unable to so remedy the defect or damage
                      to the  satisfaction of Owner  promptly,  or if Contractor
                      elects not to perform  such  remedy,  Owner shall have the
                      right to reperform  the work and/or  repair or replace the
                      facility; and

               (iii)  The cost of any work  necessary  to remedy  the  defect or
                      damage resulting from Contractor's  breach of the warranty
                      and  guarantee  given in this  section or the  misconduct,
                      error or omission  or  negligent  performance  of the Work
                      shall be to Contractor's account, and Contractor shall not
                      be

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                                                                   EXHIBIT 10.52


                      entitled  to  any  fee,  overhead   expense,   general  or
                      administrative expense in connection with such remedy. For
                      purposes of calculating  KUC's  contributions to the Green
                      Mountain  Mining  Venture as  provided in Section 3 of the
                      GMMV Amendment,  each dollar contributed by KUC will count
                      against KUC's  obligation  pursuant to Subsection 3(a) and
                      each  such   dollar  will  be  treated  as  a  two  dollar
                      contribution  for  purposes  of  Subsection  3(b)  of  the
                      amendment; or

               (iv)   Owner may  exercise  any of its other rights and remedies
                      as provided in this Agreement.

2.10    Back Charges.

        In addition to the rights and obligations  attendant to the Contractor's
warranty  in  Section  2.9 above,  Owner  shall  have the  following  rights and
Contractor the following obligations:

        (a) In the event any aspect of the Work  performed by  Contractor or its
subcontractors  under this  Agreement is found to be defective as to workmanship
or not to be in conformance  with plans,  specifications  or NRC or other agency
requirements,  it remains the  responsibility  of Contractor to promptly correct
any deficiency when so directed.

        (b) If upon being  notified by Owner of  deficient  Work and having been
directed to correct the deficient  Work by a specific date  consistent  with the
current  project  schedule,  Contractor  states,  or by its action  indicates to
Owner, its inability or unwillingness to comply, then Owner shall have the right
to suspend further Work by Contractor pursuant to Section 2.19 of this Agreement
and to proceed to have the Work accomplished by the best and/or most expeditious
means available to Owner (as determined by it, in its sole  discretion) and back
charge  Contractor for the cost of the Work undertaken by Owner. For purposes of
calculating KUC's contributions to the Green Mountain Mining Venture as provided
in Section 3 of the GMMV Amendment,  each back charged dollar will count against
KUC's  obligation  pursuant to Subsection 3(a) and each back charged dollar will
be treated as a two dollar  contribution  for purposes of Subsection 3(b) of the
amendment.

        (c) Before  proceeding  on such back  charge  work,  Owner  will  advise
Contractor  and  forward  to  Contractor  an  Authorization  of Back  Charge for
Contractor's signature.  However,  failure of Contractor to provide such written
authorization  shall  not  impair  Owner's  right  to  proceed  to have the work
performed  and charge  Contractor  therefor.  Contractor  shall pay actual costs
incurred, computed as shown above, or Owner may withhold such sum from funds due
Contractor.  The performance of back charge work shall not relieve Contractor of
any of its responsibilities  under this Contract,  including but not limited to,
express or implied  warranties,  guarantees,  specified  standards  for quality,
liabilities and indemnification, and the Contract schedule.


                                        9

<PAGE>
                                                                   EXHIBIT 10.52


2.11    Indemnification.

        Contractor  agrees to indemnify,  defend,  release and hold harmless the
Indemnified  Parties  from  and  against  the  entirety  of any and all  Adverse
Consequences, whether arising during or after the term of this Agreement, any of
them shall suffer:

        (a) As the  result  of any  breach  of any  obligation,  representation,
covenant or warranty of  Contractor or its  subcontractors  as set forth in this
Agreement;

        (b) As the result of (i) the  release,  threatened  release,  discharge,
storage, treatment,  disposal or presence of Hazardous Materials at, upon, about
or beneath the Sweetwater Mill as a result of Contractor's operations;  (ii) the
release,  threatened  release,  or discharge of Hazardous Materials emanating or
migrating,  or  threatening  to emanate or migrate  to,  from or across  Owner's
properties arising out of Contractor's or its subcontractors' operations;  (iii)
any violation of any  Environmental  Laws  pertaining to the Sweetwater Mill and
the activities thereon; or (iv) the treatment,  storage,  disposal,  arrangement
for disposal,  or transportation of Hazardous Materials by Contractor at or to a
facility other than one at the Sweetwater Mill; and

        (c)  Contractor  acknowledges  and agrees  that it has  assumed the sole
obligation  and duty to provide a safe place to work for its  employees  and the
employees  of its  subcontractors  and agrees  that Owner has no  responsibility
therefor,  and that any claim for  damages by  employees  of  Contractor  or its
subcontractors  against Owner alleging that Owner failed to furnish a safe place
to work,  shall  not be  construed  as  relieving  Contractor  of its  indemnity
obligations  to Owner  under the terms of this  Agreement,  except to the extent
such claims for damages arise from a non-apparent  pre-existing  site condition,
or from  Owner's or its agents'  (other  than  Contractor)  negligence,  willful
misconduct or violation of any representations hereunder.

2.12    Waiver and Release of Liens.

        Contractor  for  itself  and its  subcontractors  and for its and  their
materialmen  and  employees and for all other  persons  performing  any labor or
furnishing  any labor or materials for any of the Work hereby waives to the full
extent permitted by law all mechanics', materialmen's or other liens, or payment
bond claims for or on account of the work done or materials  furnished hereunder
so that the improvements of structures  wherein the same may be incorporated and
the land to which they are  appurtenant  shall at all times be free and clear of
all such  liens and  claims.  If such  liens or  claims  are  placed on  Owner's
property by any person performing any labor or furnishing any labor or materials
for any of the Work,  Contractor will promptly have such liens or claims removed
at  Contractor's   expense  and  Contractor   shall  indemnify  Owner  from  any
liabilities associated with such lien.

2.13    Owner-Furnished Materials, Tools and Equipment.

        In the event Owner  furnishes  materials or equipment for use on or with
respect to the Work,  Contractor shall be solely  responsible for inspecting and
using the same and for protection  thereof from loss, damage of any kind and for
payment of any demurrage incurred.


                                       10

<PAGE>
                                                                   EXHIBIT 10.52


2.14    Contractor's Security Responsibilities.

        Contractor  shall  at  all  times  conduct  all  operations  under  this
Agreement in a manner to avoid the risk of loss,  theft, or damage by vandalism,
sabotage, or other means to any property.


        (a) Contractor shall promptly take all reasonable  precautions which are
necessary and adequate  against any  conditions  which involve a risk of a loss,
theft, or damage to property.  Contractor shall  continuously  inspect all work,
materials,  equipment,  and  facilities  to  discover  and  determine  any  such
conditions,  and shall be solely responsible for discovery,  determination,  and
correction of any such conditions;

        (b)  Contractor  shall ensure  compliance by the employees of Contractor
and all  subcontractors  with  Owner's  security  program  for this site and all
applicable laws and  regulations.  Contractor  shall cooperate with Owner on all
security   matters  and  shall  promptly   comply  with  any  project   security
requirements  established by Owner.  In particular,  Contractor  agrees that all
vehicles that enter upon Owner's property, and all lunch, other containers,  and
packages of Contractor, its subcontractors and their employees, shall be subject
to  inspection  by  Owner's  security  personnel  at any time  while on  Owner's
property;

        (c) Owner will accept no  responsibility  for replacement of, protection
to, or policing  of,  Contractor's  equipment,  tools,  or  materials  which are
furnished or used in its work at Owner's property; and

        (d)  Contractor  shall,  at its own expense,  replace any lost or stolen
property,  repair any damage to all  property  of  whatever  kind or  character,
whether publicly or privately owned,  including the property of Owner, which may
result from its operations under this Contract.

2.15    Inspection of Work.

        (a) Owner  shall at any and all times have access to the Work and to the
premises  affected  thereby and to all equipment and  materials,  and to related
books,  records,   correspondence,   instruction  plans,   drawings,   receipts,
facilities,  and memoranda of Contractor for inspection  purposes  including the
utilization at Owner's expense of third-party  inspectors;  and Contractor shall
provide proper facilities for such access and inspection.

        (b)  Owner  shall at all  times  remain  the  primary  contact  with any
regulatory  agency for which Owner is the  permittee  or licensee and shall have
the sole  responsibility  for  determining  through  inspection  of the Work and
consultation  with  Contractor  when,  and under what  circumstances,  drawings,
specifications, correspondence and the like shall be submitted to such agencies.
Contractor shall not initiate any contact with such agencies except as expressly
provided in this Agreement.

2.16    Cooperation.

        Owner may perform work, including the normal operations of Owner, in the
vicinity of or on the premises  affected by the Work, and  Contractor's  work or
use of certain facilities may

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<PAGE>
                                                                   EXHIBIT 10.52


be  interfered  with as a  result  of such  concurrent  activities.  Owner  will
cooperate with Contractor so that Contractor may perform the Work as required by
this  Agreement and  Contractor  will cooperate in scheduling the Work in such a
manner as will minimize interference with any work being undertaken by Owner.

2.17    Progress.

        (a) Contractor will provide to Owner a program, in reasonable detail, of
the  operations  and  activities  that   Contractor   expects  to  undertake  in
progressing to accomplish Phase I of the Work in the ensuing  calendar  quarter.
The  program  will  be  submitted  to  Owner  at  least  15  days  prior  to the
commencement of any such operations or activities.  Within 30 days after the end
of  each  calendar  quarter,  Contractor  will  submit  to  Owner a  report,  in
reasonable  detail,  that  describes the  operations  and  activities  that were
actually undertaken in the calendar quarter and any activities  described in the
program that were not undertaken and accomplished.

        (b)  Contractor  will not  undertake any  operations or activities  that
depart from Phase I of the Work or the  operations and activities set out in the
program  without  submitting  to Owner a proposed  amendment to the program that
describes such amended  operations and activities  and, if such amendment  would
require a  modification  of Phase I of the Work as  described  in  Appendix A, a
proposed amendment to the Work. Within 20 days of any such proposal,  Owner will
notify  Contractor  of its  acceptance  or rejection or the proposed  amendment,
which  acceptance  will not be  unreasonably  withheld  so long as the  proposed
amendment  does not depart from the overall  scope of the Work and is consistent
with the other  terms and  provisions  of this  Agreement.  With  respect to any
proposal for  modification of the program prepared by Contractor or any proposal
to modify  Phase I of the Work that  departs  from the overall  scope of Work as
described  in Appendix  A, Owner may accept or reject  such  proposal at Owner's
sole discretion.

        (c)  Contractor  will not  undertake any  operations or activities  with
respect to Phase II of the Work until  Contractor has  developed,  and Owner has
approved,  a detailed  description of the Work to be  accomplished  in Phase II.
Upon  receipt  of  Owner's  approval,  Contractor  may  commence  operation  and
activities  with  respect to Phase II by  submitting  a program as  provided  in
Subsection 2.17(a). Owners response to that proposal and any proposed amendments
to  Phase II of the Work  will be  governed  by the  provisions  of  Subsections
2.17(a) and 2.17(b).

2.18    Force Majeure.

        Except as provided in Subsections  2.18(b) or 2.18(c) below, the failure
to perform or to comply with any of the  covenants  or  conditions  contained in
this Agreement,  either expressed or implied,  on the part of either party shall
not be a ground for cancellation or termination or forfeiture of this Agreement,
and shall not  create a  liability  for the party for  failure  to  perform  its
obligations  during any period in which  performance  is prevented,  in whole or
part, by causes herein termed "force majeure".

        (a) For purposes of this  Agreement,  the term "force  majeure" shall be
limited to substantial  and  unforeseeable  events beyond the control of a party
that  cannot be avoided  through  the  diligent  actions  of a party,  including
extreme   weather   conditions;    earthquakes   or   cave-ins;    unforeseeable
unavailability  of  labor,  transportation,   materials,  machinery,  equipment,
supplies,

                                       12

<PAGE>
                                                                   EXHIBIT 10.52


utilities,  or services even on premium terms;  serious  accidents;  unavoidable
breakdown of major equipment,  machinery,  or facilities;  injunctions issued by
any court;  inability to obtain licenses,  permits,  or other  authorizations in
spite of diligent  efforts to do so;  curtailment or suspension of activities to
remedy or avoid an actual,  serious violation of environmental laws; acts of war
or conditions  arising out of or attributable to war; riot; civil strife;  fire;
explosion;  or any  similar  cause  beyond the  reasonable  control of the party
declaring force majeure.

        (b) If either  party  desires to invoke the  provisions  of this Section
2.18,  the  invoking  party  shall  give  notice  to  the  other  party  of  the
commencement of the  circumstances  giving rise to such force majeure.  The time
for  discharging  the  party's   obligations   with  respect  to  the  prevented
performance shall be extended for the period of force majeure, provided that the
party invoking  force majeure  pursues  diligent  efforts to eliminate the event
that gave rise to the condition of force majeure.  The existence of any event of
force majeure  shall not relieve a party of the  obligation to make any payments
required of a party with respect to maintenance  of the Sweetwater  Mill and the
permits and bonds associated with the properties in accordance with the terms of
this  Agreement,  making  payments  due under  Section 3 of this  Agreement  and
carrying out the  indemnities  required by Section  2.11,  nor shall an event of
force majeure  extend the term of this  Agreement.  If an event of force majeure
prohibits  performance by Contractor,  but would not prohibit performance by the
Owner,  for  more  than  120  days,  Owner  may  terminate  this  Agreement  for
convenience and will have no further obligation to Contractor hereunder.

        (c)  Notwithstanding  the  foregoing,  neither  party may  invoke  force
majeure with respect to any event that would otherwise  constitute force majeure
if the duration of such event is less than 15 days.

2.19    Suspension.

        Owner  may,  at its  sole  option,  decide  to  suspend  at any time the
performance of all or any portion of the Work if Owner determines that continued
performance by Contractor would or might violate any law or any rule, regulation
or order of any regulatory  agency including,  in particular,  the NRC, would or
might threaten the continued  existence of any permit or bond held by Owner,  or
otherwise is not in compliance  with the terms of this  Agreement.  In addition,
Owner may suspend the  performance  of the Work if Contractor  has not performed
its  obligations as set out in Subsections  2.1(e) and 2.1(f) of this Agreement.
Contractor  will be  notified of such  decision by Owner in writing.  During the
period of  suspension,  Contractor  shall use its best  efforts to  utilize  its
facilities, labor and equipment in such a manner as to minimize costs associated
with  suspension and to continue to perform such portions of the Work as are not
subject to the suspension.  Upon receipt of any such notice,  Contractor  shall,
unless the notice requires otherwise:

        (a) Promptly  discontinue the specified  portion of the Work on the date
and to the extent specified in the notice;

        (b) Place no further  orders,  contracts or  subcontracts  for material,
services,  or facilities with respect to suspended Work other than to the extent
required in the notice;


                                       13

<PAGE>
                                                                   EXHIBIT 10.52


        (c) Promptly make every  reasonable  effort to obtain  suspension,  upon
terms satisfactory to Owner, of all orders, subcontracts,  and rental agreements
to the extent they relate to performance of the Work suspended; and

        (d) Continue to protect and maintain the Work  including  those portions
on which Work has been suspended.

Upon receipt of notice to resume suspended Work,  Contractor  shall  immediately
resume performance of the suspended work to the extent required in the notice.

2.20    Expiration or Termination.

        (a) This  Agreement  will expire on the earlier of (i) the completion of
the Work or (ii) the date that the Acquisition  Agreement terminates or expires,
but in no case (notwithstanding Section 2.18 hereof) shall this Agreement extend
beyond October 30, 1998.

        (b) In the event Owner  determines that Contractor has not complied with
any obligation  hereunder,  Owner shall notify Contractor in writing setting out
specifically  in what respect it is claimed that Contractor has failed to comply
with this Agreement.  If the alleged failure is not cured to Owner's  reasonable
satisfaction  within  ten  (10)  days  after  written  notice  is  given,  or if
Contractor has not within that time either  commenced to cure the alleged breach
to the  Owner's  reasonable  satisfaction  and  does not  thereafter  diligently
complete such cure,  or fails  successfully  to challenge the  legitimacy of the
allegation,  Owner may  terminate  this  Agreement by  delivering  to contractor
notice of such  termination  or Owner may seek such other  remedies  as it might
have in equity or at law.

        (c)  Contractor  shall have the right to terminate this Agreement at any
time with  respect  to all but not less  than all of the Work by giving  written
notice to Owner.  Upon such  termination,  all right,  title,  and  interest  of
Contractor under this Agreement shall terminate and Contractor shall be relieved
of all  further  obligations  set  forth in this  Agreement  which  arise out of
Contractor's  activities  prior to the date of such  termination  except for the
obligations   to  correct   defective   work  in  Sections  2.9  and  2.10,  the
indemnifications  provided for in Section 2.11, any other  obligation  expressly
set forth in this Agreement as a post-expiration or post-termination obligation,
and any  reclamation  required  by  applicable  law  arising  from  Contractor's
operations.

        (d) Upon  termination or expiration of this  Agreement,  Contractor will
relinquish  all  occupancy  of  the  Sweetwater  Mill,  free  and  clear  of all
obligations, liens and encumbrances.  Contractor will also relinquish possession
of all buildings, structures, facilities,  improvements, machinery and equipment
that were acquired by,  erected,  placed,  or became  situated at the Sweetwater
Mill in  connection  with the Work and were paid for pursuant to this  Agreement
(collectively, "Fixtures and Personalty"). In connection with the relinquishment
of the Fixtures and Personalty,  Contractor will provide appropriate assignments
and  bills  of sale  with  respect  to the  Fixtures  and  Personalty  in  which
Contractor will represent that the Fixtures and Personalty are free and clear of
all obligations, liens or encumbrances created by, through or under Contractor.


                                       14

<PAGE>
                                                                   EXHIBIT 10.52


        (e) Contractor shall, within a period of three months from and after the
termination  of this  Agreement,  remove from the  Sweetwater  Mill all personal
property that is owned solely by Contractor. If Contractor desires not to remove
any item of its  personal  property  and Owner  agrees in  writing to allow such
property  to remain at the  Sweetwater  Mill,  such  property  shall  become the
property of Owner.

2.21    Intentionally Omitted.

2.22    As-Built Drawings and Specifications.

        During  construction,  Contractor  shall  maintain for Owner an accurate
record of the Work.  Before final payment by Owner,  Contractor shall revise any
drawings and  specifications  so that all such documents  shall show the work as
actually installed.

2.23    Pre-Operational Testing.

        Contractor  will,  in  conjunction  with Owner,  conduct  all  necessary
pre-operational activities to ensure that the materials, equipment, controls and
systems have been tested, adjusted, and checked out to comply with the intent of
the design and to indicate satisfactory operation to Owner. Contractor will hand
over materials,  equipment and systems to Owner after  pre-operational  checkout
for introduction of feed by Owner.  Contractor will thereafter maintain adequate
personnel  and  facilities  at the site until  final  acceptance  of the work to
adjust, modify, repair, and otherwise service the facilities and equipment.

2.24    Final Inspection and Acceptance.

        When Contractor considers that all Work is complete, Contractor shall so
inform  Owner in writing.  When the results of  inspection  and testing  satisfy
Owner that all Work is completed and in accordance with the requirements of this
Agreement,  Owner will notify  Contractor in writing of final  acceptance of the
Work.

 2.25   Accounting Audit.

        Contractor shall keep, and require any subcontractor to keep, a complete
set of records showing actual reimbursable costs in connection with the Work. In
compliance with the foregoing,  Contractor will follow instructions which may be
given by Owner:

        (a) Contractor  shall keep full and accurate records and accounts of all
its activities in connection with this Contract,  including without  limitation,
reasonable  substantiation of all expenses incurred based on actual costs and of
all property  acquired or disposed of hereunder.  Furthermore,  Contractor shall
cause its agents and/or subcontractors to maintain reasonable controls,  records
and accounts; and

        (b) Owner shall have the right, at all reasonable times, through its own
representatives  to examine,  inspect,  approve or  disapprove  the  purchasing,
receiving,  storing  and  issuance  of  materials,  the  auditing  and paying of
invoices,  timekeeping,  preparation of payrolls,  accumulation of cost records,
and other accounting functions pertaining to the Reimbursable Costs. Contractor

                                       15

<PAGE>
                                                                   EXHIBIT 10.52


and all subcontractors shall preserve,  for a period of three years unless Owner
requests  additional time, the original  documents of all pertinent  records and
deliver to Owner those records which Owner may request, except that Owner may be
given a photocopy in lieu of the original of any document reasonably required by
Contractor, or its contractors or subcontractors.

                                  SECTION THREE

3.1     Notices.

        Any required notice,  payment,  or other  communication  contemplated by
this  Agreement  shall be in writing and shall be  effective  with  respect to a
party (i) when  personally  delivered  or  delivered  by courier at the  party's
address as set out below; (ii) when delivered by electronic communication at the
party's fax number  described  below or at such other  telecopy or fax number as
the party may designate in writing  provided that such electronic  communication
is followed by a delivery by mail or by personal service to the party's address;
or (iii) when  delivered by mail  deposited in the United  States mail,  postage
prepaid  and  registered  or  certified,  with  return  receipt  requested,  and
addressed to the party at the party's address:

        If to Owner:                               With Copy to:

        Kennecott Uranium Company                  Kennecott Services Company
        Attn:  President                           Attn:  Legal Department
        Caller Box 3009                            8315 West 3595 South
        505 South Gillette Avenue                  P. O. Box 6001
        Gillette, WY 82717-3009                    Magna, UT 84044-6001
        FAX (307) 687-6011                         FAX (801) 252-3559

        If to Contractor:                          With Copy to:

        U.S. Energy Corp./Crested Corp.            U.S. Energy Corp.
        Attn: John L. Larsen                       Attn: Daniel P. Svilar
        877 North 8th West                         877 North 8th West
        Riverton, Wyoming  82501                   Riverton, Wyoming 82501
        Fax: (307) 857-3050                        Fax: (307) 857-3050

Either  Owner or  Contractor  may  change  its  address  for  future  notices by
providing written notice to that effect to the other party.

3.2     Insurance.

        (a) During the term of this Agreement and all times during  performance,
and  until  completion  of the  Work,  Contractor  shall  maintain  in force the
insurance  described  in  Appendix C to this  Agreement,  for the benefit of the
parties to this  Agreement,  all of their  personnel  and the  personnel  of all
subcontractors on site with companies satisfactory to Owner. Contractor shall be
responsible   for  compliance  by  all   subcontractors   with  these  insurance
requirements  and shall furnish  certificates as provided herein  evidencing the
required insurance for the subcontractors.


                                       16

<PAGE>
                                                                   EXHIBIT 10.52


        (b)  Certificates of such insurance shall be made out to Owner and shall
be furnished to Owner promptly and must reflect both the endorsement  provisions
requiring  30 days  prior  written  notice to be given  before  cancellation  or
material change, and the additional interest where applicable.  Each certificate
shall  specify the date when such  benefits  and  insurance  expire.  Contractor
agrees that such benefits and insurance,  as specified above,  shall be provided
and maintained until the entire work under this Agreement has been completed and
accepted  by Owner.  An  original  copy of each  certificate  shall be mailed or
delivered to:

                             Kennecott Uranium Company
                             Caller Box 3009
                             505 South Gillette Avenue
                             Gillette, Wyoming  82717-3009
                             FAX (307) 687-6011

Owner's approval or failure to disapprove  insurance  certificates  furnished by
Contractor or subcontractors shall not release Contractor or subcontractors from
full responsibility for liability, damage, and accidents as set forth herein.

        (c) It shall be a condition of approval that the required insurance must
be arranged with insurance  companies  authorized to do business in the State of
Wyoming.

        (d) If at any time the Contractor-required  insurance policies should be
canceled,  terminated or modified so that the insurance is not in full force and
effect as required  herein,  Owner may terminate  this  Agreement for default or
obtain  insurance  coverage  equal to that  required  herein and  recover  costs
therefor from Contractor.

3.3     Liability of Contractor.

        (a)  Contractor  and  subcontractors  shall  bear all risk of loss of or
damage  to, and shall,  as they deem  necessary,  carry  fire,  theft,  physical
damage, or other insurance on their own and their employees'  tools,  equipment,
reusable materials (such as metal forms and metal  scaffolding),  trailers,  any
property of their employees.

        (b) The liability of Contractor assumed under this Agreement shall in no
manner be limited by the amount of insurance furnished by Owner or by the amount
of  insurance  which  Contractor  has or is  required  to  provide  by the terms
thereof.

        (c) In addition to  Contractor's  liability  for property  damage as set
forth in this Agreement,  Contractor shall also be responsible for any damage to
its vehicles and the vehicles of its  subcontractors,  employees,  and agents or
representatives of Contractor or subcontractors while the vehicles are parked or
used on Owner's property.

        (d) Contractor  shall be responsible for and shall bear any and all risk
of loss or of damage to work in progress.


                                       17

<PAGE>
                                                                   EXHIBIT 10.52


3.4     Payment for Reimbursable Costs.

        (a) Contractor, as full compensation for the Work, shall be paid for all
Reimbursable  Costs and such other  costs as may be approved in writing by Owner
as are incurred by Contractor in  performance of the Work to the extent and only
to the extent that (i) such costs are expressly authorized in Appendix D to this
Agreement and otherwise or incurred in compliance with this Agreement;  and (ii)
the total of such  costs,  when taken  together  with the total  costs  spent by
Contractor  pursuant to the Mineral  Lease  Agreement,  amounts  expended by the
Green Mountain  Mining Venture after January 1, 1997 pursuant to Subsection 3(a)
of the GMMV Amendment,  and all Transition  Costs (as defined in the Acquisition
Agreement) is not more than $16,000,000.

        (b)  Contractor  shall use all  reasonable  efforts  to obtain any cash,
trade, quantity, freight or other discount or allowance available and refunds of
sales taxes and/or taxes and all such cash,  quantity  discounts or  allowances,
refunds  and  rebates  shall  be  for  Owner's  benefit  and  credited   against
Reimbursable Costs or paid directly to Owner.  Contractor will exercise its best
efforts to  minimize  excess  materials  purchases.  Excess  materials  or scrap
generated by Contractor as a result of its work under this Agreement will remain
the property of Owner. Contractor will stockpile or dispose of such materials as
directed by Owner.

3.5     Method and Time of Payment.

        (a) Owner has initially advanced $1,000,000 to the Green Mountain Mining
Venture  pursuant to the provisions of Subsection  4(a) of the GMMV Amendment in
order to establish a working  capital  account (the "Working  Capital  Account")
which  Contractor may draw upon to fund activities  associated with the Work and
which will qualify as Reimbursable Costs.

        (b) From time to time,  but at least  once per month,  Contractor  shall
submit an itemized invoice (the "Invoice") to Owner for all  Reimbursable  Costs
for Work performed  accompanied by such  supporting  documentation  as Owner may
from time to time reasonably request, together with evidence, including executed
lien  waiver  forms  satisfactory  to Owner,  of the  payment and release of all
subcontractor's,  mechanics',  materialmen's and other liens (collectively , the
"Supporting Documentation"). Supporting Documentation for the Reimbursable Costs
for which Contractor seeks  reimbursement  shall include,  but not be limited to
the following:

        (i)    Labor costs shall be  supported by payroll  abstracts  which will
               identify  each  employee  of  Contractor  or  its  subcontractors
               engaged in performing the Work, the  employee's  title,  the date
               and  hours  worked,  the pay rate and a  description  of the work
               performed;

        (ii)   Costs  for  materials,   supplies,  equipment,  tools  and  other
               tangible  property  shall be  supported  by invoices and bills of
               sale  showing   ownership  of  all  such   materials,   supplies,
               equipment, tools and other tangible property in Owner's name;

        (iii)  Billings by Contractor for Owner approved services,  expenses and
               other costs for outside  commitments,  of vendors,  suppliers and
               subcontractors shall be supported

                                       18

<PAGE>
                                                                   EXHIBIT 10.52


               by copy of such  third  parties'  original  invoice  and  related
               supporting  documentation  and  will  be  attached  to  an  Owner
               approved authorization;

        (iv)   Billings for travel and  subsistence  expenses shall be supported
               by travel  expense  reports  supported  by,  among other  things,
               copies of airline  tickets  and copies of auto  rental  invoices,
               copies of hotel/motel bills and appropriate receipts. All expense
               reports will show the business purpose of the travel; and

        (v)    Billings  for  all  other  items  for  which   Contractor   seeks
               reimbursement  shall  be  supported  by  documentation  in a form
               reasonably satisfactory to Owner.

        (c)  Within  20 days of  presentation  to and  receipt  by  Owner of the
Invoice and the Supporting  Documentation,  Owner will (i) provide to Contractor
funds adequate to reimburse Contractor for Reimbursable Costs and to restore the
Working  Capital  Account to its  initial  balance;  or (ii)  Owner will  advise
Contractor   of  any  amounts  with   respect  to  any  Invoice  or   Supporting
Documentation  that Owner  believes in good faith are not  supported by adequate
explanation  or were not spent in compliance  with the terms of this  Agreement,
together with an  explanation,  in reasonable  detail,  of the basis for Owner's
objection to such Invoice or Supporting Documentation,  in which case Owner will
provide  funds to the extent that it does not contest the Invoice or  Supporting
Documentation.  Each dollar paid by Owner  pursuant to this  Amendment  shall go
toward  satisfaction  of Owner's  obligation to provide up to $16,000,000 to the
Green Mountain Mining Venture as provided in Section 3 of the GMMV Amendment. At
such time as the balance of Owner's  obligation to provide up to  $16,000,000 to
the Green Mountain Mining Venture as provided in Section 3 of the GMMV Amendment
has been reduced to less than $1,000,000,  its obligation to restore the Working
Capital  Account  balance  shall be reduced to be no more than the amount of the
remaining obligation.

        (d) Payment by Owner of Contractor's Invoices shall be without prejudice
to Owner's right to audit Contractor's invoices in accordance with provisions of
this  Agreement,  and to challenge  the  correctness  of the invoice at any time
thereafter.  Payments  otherwise  due  Contractor  may be  withheld in an amount
sufficient to satisfy any claim which Owner may have against Contractor.

        (e) Notwithstanding  the foregoing,  Owner shall be entitled to withhold
from amounts due Contractor  pursuant to this Section 3.5, any amounts necessary
to correct nonconforming, faulty or defective Work.

3.6     Repayment by Contractor.

        Contractor  shall promptly repay to Owner,  within 30 days after receipt
of Owner's request,  any overpayment by Owner of any Reimbursable Costs, whether
such overpayment is disclosed by an audit conducted  pursuant to Section 2.25 of
this Agreement or otherwise.


                                       19

<PAGE>
                                                                   EXHIBIT 10.52


3.7     Commencement and Completion of the Work.

        Time is of the  essence.  The dates listed in Appendix A are critical to
the project schedule and are contractual  obligations to Contractor.  Contractor
shall furnish  sufficient  forces,  facilities and equipment and shall work such
hours, including extra days and shifts to achieve the milestone dates listed.


        IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day,
month and year first above written.

                                       KENNECOTT URANIUM COMPANY


                                       By          /s/  L. R. Cardey-Yates
                                          -------------------------------------
                                          Its    Director/Assistant Secretary
                                              ---------------------------------

                                       U.S. ENERGY CORP.


                                       By     /s/  John L. Larsen
                                          -------------------------------------
                                          Its     President
                                              ---------------------------------

                                       U.S. ENERGY CORP. and
                                       CRESTED CORP. dba the
                                       USE/CC JOINT VENTURE


                                       By:      U.S. ENERGY CORP.


                                       By     /s/ John L. Larsen
                                          -------------------------------------
                                          Its     President
                                              ---------------------------------

                                       By:  CRESTED CORP.


                                       By    /s/  Max T. Evans
                                          -------------------------------------
                                          Its    President
                                              ---------------------------------

                                       20

<PAGE>
                                                                   EXHIBIT 10.52


ANNEX I:    DEFINITIONS

         (a)  "Contractor"  means USE in its individual  capacity and not in its
         capacity  as a  participant  in,  manager  of,  or a party to the Green
         Mountain Mining Venture;

         (b)  "Reimbursable  Costs" means the costs  incurred by  Contractor  in
         performing  the Work in compliance  with the terms of this Agreement as
         more particularly provided for in Section 3 of this Agreement;

         (c)  "Indemnified  Parties"  means  Owner,  the Green  Mountain  Mining
         Venture, and the respective  officers,  directors,  employees,  agents,
         contractors and professional advisors of each of them.

         (d)  "Owner"  means  Kennecott  Uranium  Company,  as  Manager  of  the
         Sweetwater Mill for and on behalf of the Green Mountain Mining Venture,
         the owner of the Sweetwater Mill.

         (e)   "Work" means the work described in Appendix A to this Agreement.

         (f) "GMMV  Amendment"  means the Amendment of Mining Venture  Agreement
         dated the same date as this Agreement among  Kennecott  Uranium Company
         and USE and USE/CC.

         (g) "Acquisition  Agreement" means the Acquisition  Agreement dated the
         same date as this Agreement among Kennecott Uranium Company and USE and
         USE/CC.

         (h) "Mineral Lease  Agreement"  means the Mineral Lease Agreement dated
         the same date as this Agreement  among  Kennecott  Uranium  Company and
         USE.

         (i)  "MSHA/OSHA  laws" shall mean the Federal  Occupational  Safety and
         Health Act of 1970,  and the Federal Mine Safety and Health  Amendments
         Act of 1977 and any  similar  state  safety  and health  acts,  and all
         regulations promulgated under said acts.

         (j)  "Adverse   Consequences"   means  any  and  all  actions,   suits,
         proceedings,  hearings,  investigations,  charges, complaints,  claims,
         demands,  injunctions,  judgments,  orders, decrees,  rulings,  damages
         (including  natural  resource   damages),   dues,   penalties,   fines,
         encumbrances,  liens, costs and expenses of defense of a claim (whether
         or not such claim is ultimately  defeated),  good faith  settlements of
         claims,  judgments and disputes,  costs (including  without  limitation
         costs  of  investigative,   reporting,   clean-up,  response,  removal,
         remedial,   corrective  action  and  closure  activities   relating  to
         Hazardous   Materials),   liabilities   (including  strict  liability),
         obligations,   taxes,  liens,  losses,  expenses  and  fees,  including
         consultants' and attorneys' fees and court costs and expenses.

         (k)  "Environmental  Laws"  means all  applicable  statutes,  treaties,
         regulations,  rules,  ordinances,  codes,  licenses,  permits,  orders,
         approvals,  authorizations and similar items of all federal, state, and
         local  governmental  branches,  agencies,   departments,   commissions,
         boards,  bureaus or  instrumentalities,  whether  domestic  or foreign,
         having

                                       21

<PAGE>
                                                                   EXHIBIT 10.52


         jurisdiction,  and  all  applicable  judicial  and  administrative  and
         regulatory decrees, judgments and orders and all covenants running with
         the land that relate to the  protection  of health or the  environment,
         including  without  limitation  those  that  relate  to the  existence,
         handling,  manufacture,  treatment, storage, disposal, use, generation,
         release,  discharge,  refining or recycling  of Hazardous  Materials or
         reclaiming real property. Without limiting the foregoing, Environmental
         Laws include the Hazardous  Materials  Transportation  Act (49 U.S.C. "
         1801 et seq.), the Resource  Conservation and Recovery Act of 1976, (42
         U.S.C.  " 6901 et seq.),  the Clean Air Act (42 U.S.C. " 7401 et seq.),
         the Federal Water  Pollution  Control Act (33 U.S.C. ' 1251),  the Safe
         Drinking  Water  Act (42  U.S.C.  " 300f et  seq.),  the  Comprehensive
         Environmental  Response,  Compensation  and  Liability  Act of 1980 (42
         U.S.C. " 9601 et seq.), the Toxic  Substances  Control Act (15 U.S.C. "
         2601 et seq.),  the Emergency  Planning and Community Right to Know Act
         (42 U.S.C. "11001, et seq.), the Occupational Safety and Health Act (26
         U.S.C. " 651 et seq.), the Pollution Prevention Act of 1990 (42 U.S.C "
         13101 et seq.), the Atomic Energy Act of 1954, 68 Stat. 919, the Energy
         Reorganization Act of 1974, the Mine Safety and Health Act of 1977, the
         Uranium Mill Tailings  Radiation Control Act (42 U.S.C " 7901 et seq.),
         and  all  similar  or  additional  federal,  state,  local  or  foreign
         statutes, all as amended, and all regulations promulgated thereunder.

         (l)  "Hazardous  Materials"  means any  substance:  (A) the presence of
         which requires reporting,  investigation,  removal or remediation under
         any  Environmental  Laws;  (B) that is defined as a "hazardous  waste,"
         "hazardous   substance"  or  "pollutant"  or  "contaminant"  under  any
         Environmental Laws; (C) that is toxic, explosive, corrosive, flammable,
         ignitable, infectious,  radioactive, reactive, carcinogenic,  mutagenic
         or otherwise  hazardous and is regulated under any Environmental  Laws;
         (D) the presence of which on a property  causes or threatens to cause a
         nuisance  upon  the  property  or to  adjacent  properties  or poses or
         threatens  to pose a hazard to the  health or safety of  persons  on or
         about the property;  (E) that contains  gasoline,  diesel fuel or other
         petroleum  hydrocarbons;  or (F) that contains  PCBs,  asbestos or urea
         formaldehyde foam insulation.

                                       22

<PAGE>
                                                                   EXHIBIT 10.52


                                   Appendix A
                                       to
                           Contract Services Agreement





                             Description of the Work



                                       23

<PAGE>
                                                                   EXHIBIT 10.52


                          GREEN MOUNTAIN MINING VENTURE
                                 SWEETWATER MILL
                               EVALUATION OF MILL
                                   ASSUMPTIONS


Utilize  in-house and contract labor to review and evaluate  records and process
circuits.

Contract vendors for current equipment  availability and prices to place mill in
operational status.

Evaluate holding costs so as to maintain most efficient use of funds.

Holding costs are taken from Kennecott 1997 budget.

Review current Kennecott contractors projects and costs.


                                       24

<PAGE>
                                                                   EXHIBIT 10.52


                          GREEN MOUNTAIN MINING VENTURE
                                 SWEETWATER MILL
                               EVALUATION OF MILL
                            OBJECTIVE AND ACTIVITIES

Objective:

Evaluate mill components and circuits so as to prepare detailed work plan.

Activities:

Review and expedite  preparation of NRC License amendments and other permits and
licenses required to place mill into operational status.

Review milling records and process circuits.

Maintain  current status of all permits and licenses while preparing to transfer
operator.

Prepare  detailed plan for treating resin from the mine water treatment plant at
the Sweetwater Mill, by September 30, 1997.

Prepare  a  detailed  work for Phase II of the Work,  which  plan will  focus on
placing the  Sweetwater  Mill on operational  status.  This work plan will cover
activities after September  30,1997,  and will focus on licensing and permitting
and  preparation  of the mill tailing  cells,  evaporation  ponds,  treatment of
resins,  and old  tailing  facility  for  startup  and  continuation  of current
activities.

No construction or reclamation activities shall be conducted unless:

         1. A  detailed  work  plan for  Phase II of the  Work is  prepared  and
         approved pursuant and a program for its  implementation is approved and
         pursuant to the Agreement.

         2. The work to be  undertaken  under the  Mineral  Lease  Agreement  is
         interrupted  by an event of force  majeure  as such term is  defined in
         Section  12 of  the  Mineral  Lease  Agreement;  such  construction  or
         reclamation  activities  is commenced  during the  existence of such an
         event of force majeure, and the nature and scope of the work undertaken
         can  reasonably be expected to be  accomplished  during the time period
         for which it appears that the condition of force majeure will continue.
         After the event of force  majeure  ceases  to exist,  Contractor  shall
         complete the particular work commenced  hereunder  before resuming work
         under the  Mineral  Lease  Agreement,  but shall not  perform any other
         construction or reclamation activities hereunder; and

         3.  Contractor or Owner has first  obtained all  governmental  or other
         permits and licenses  needed in  connection  with  performance  of such
         work.

                                       25

<PAGE>
                                                                   EXHIBIT 10.52


                          Green Mountain Mining Venture
                                     Jackpot
                                Project Schedules
                                   1997 & 1998


This portion of Appendix A to Contract Services Agreement is not filed with this
Form 10-K for the year ended May 31, 1997.




                                       26

<PAGE>
                                                                   EXHIBIT 10.52


                                   Appendix B
                                       to
                           Contract Services Agreement


                           Operating Permits and Bonds


      Permits                                  Agency
      -------                                  ------
1.    Source Material License SUA-1350         NRC
2.    Byproduct License No. 49-19005-01        NRC
3.    Permit to Mine No. 481                   DEQ, LQD
4.    Drilling Notification DN-267             DEQ, LQD
5.    Radio Station License No. WNRC873        FCC
6.    NPDES Permit No. WY-0026689              DEQ, WQD
7.    Generator ID No. WYO80372154086F         EPA
8.    Permit to Construct No. 86-198R          DEQ, WQD
9.    DOT License No. USDOT 545666             U.S. DOT
10.   Large Scale License No. 1030             Wyoming Department of Agriculture





      Bonds                                        Amount            Agency
      -----                                        ------            ------
1.    Third Party Corporation Guarantee           $5,321,000           NRC
2.    Irrevocable Letter of Credit No.S-867737    $19,777,079          DEQ









                                       27

<PAGE>
                                                                   EXHIBIT 10.52


APPENDIX C:  Required Insurance


        During the term of this Agreement and all times during performance,  and
        until  completion of the Work,  Contractor  shall  maintain in force the
        following   insurance   for  its   personnel  on  site  with   companies
        satisfactory to Owner:


               a.     Worker's  Compensation and Occupational  Disease insurance
                      in compliance  with all state and federal  regulations  in
                      the  jurisdiction  where the work and  services  are to be
                      performed with the statutory  limit  required.  Contractor
                      shall require each consultant and  subcontractor  to carry
                      Worker's Compensation and Employer's Liability insurance.

               b.     Commercial   General  Liability   insurance  covering  all
                      operations  of  Contractor  in the  performance  of  work,
                      including  contractual  liability  insurance  covering the
                      liability assumed in this Contract.  Said insurance policy
                      or  policies  shall  provide  $2,000,000  combined  single
                      limits for all injuries or death to persons and damages to
                      property per occurrence.

               c.     Comprehensive Automobile Liability insurance including all
                      owned, non  owned, and hired vehicles, with the following 
                      limits:

                      Bodily Injury         $1,000,000 each person
                                            $1,000,000 each occurrence

                      Property Damage       $1,000,000 each occurrence

               d.     All policies of insurance  carried by Contractor  pursuant
                      to  this  Section  shall  provide  that  they  may  not be
                      canceled or the protection afforded thereby  substantially
                      changed  without  30 days prior  written  notice to Owner.
                      Upon request, Contractor shall permit Owner to examine any
                      of the insurance policies specified herein.

               e.     All policies of insurance  carried by Contractor  pursuant
                      to this  Section  shall be endorsed  to include  Kennecott
                      Uranium  Company  and  all  subsidiary,   associated,  and
                      affiliated companies, as additional insured.

               f.     All policies of insurance  carried by Contractor  pursuant
                      to this Section  shall contain  endorsements  stating that
                      Contractor's coverage is primary to any coverage Owner may
                      elect to carry for its own account, or for Contractor.

               g.     Any  and all deductibles  specified in the above described
                      Contractor insurance policies shall be assumed by, for the
                      account of, and at the sole risk of Contractor.


                                       28

<PAGE>
                                                                   EXHIBIT 10.52


               h.     All  insurances  carried by  Contractor  pursuant  to this
                      Section shall contain  endorsements  waiving the insurer's
                      right to  subrogation  against  Owner,  its  subsidiaries,
                      agents,  and affiliated  companies,  and their  employees,
                      officers, and directors.


                                       29

<PAGE>
                                                                   EXHIBIT 10.52

                                   Appendix D
                                       to
                           Contract Services Agreement





                                Reimbursable Cost




This  Appendix  D is not being  filed with this Form 10-K for the year ended May
31, 1997.


                                       30