EXHIBIT 10.56

                           MEMBERSHIP PLEDGE AGREEMENT

        This Membership  Pledge  Agreement is made this December 1, 1996, by and
between  Contour  Development  Company,  L.L.C.,  a Colorado  limited  liability
company,  ("DEBTOR") and U.S. ENERGY CORP., a Wyoming  corporation,  and CRESTED
CORP., a Colorado corporation, (together "USECC") ("SECURED PARTY").

RECITALS

        A. Debtor has executed and  delivered  to Secured  Party two  promissory
notes in the forms attached hereto as Exhibits "A" and "B" (the "Notes").

        B. Debtor  desires to give,  and Secured Party has requested that Debtor
give,  Secured Party a security  interest in collateral to secure payment of all
obligations now due or which may become due under the Notes.

AGREEMENT

        NOW,  THEREFORE,   in  consideration  of  the  foregoing  Recitals,  the
covenants set forth herein,  and subject to the conditions set forth herein, and
for other good and valuable consideration,  the sufficiency and receipt of which
is hereby acknowledged, the parties agree as follows.

                                   SECTION ONE
                          PLEDGE OF MEMBERSHIP INTEREST

        To secure the payment and full performance of Debtor's obligations under
the Notes, Debtor hereby assigns,  transfers to, and pledges with Secured Party,
all outstanding membership interests of Debtor in Tenderfoot Properties, L.L.C.,
a Colorado limited  liability  company (the "Company"),  whether original issue,
redeemed or  reacquired,  delivered or to be delivered,  and any other  property
hereafter added thereto or substituted or exchanged therefor,  together with any
and all  membership  rights,  rights to subscribe,  voting  rights,  liquidating
dividends,  member  distributions,  new  securities,  or other property to which
Debtor is or may  hereafter  become  entitled  to  receive  an  account of their
membership interests in the Company (the "MEMBERSHIP  INTERESTS").  In the event
that Debtor receives additional property on account of the Membership Interests,
Debtor shall immediately deliver such additional property to Secured Party to be
held by Secured Party  hereunder in the same manner as the Membership  Interests
originally pledged.



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                                                                   EXHIBIT 10.56

                                   SECTION TWO
                       ADVANCES AND COSTS OF SECURED PARTY

         Debtor shall pay prior to delinquency all taxes, assessments, and other
charges and liens against the Membership Interests.  On the failure of Debtor to
do so, Secured  Party,  at its option,  may pay any of such taxes,  assessments,
charges,  or liens for Debtor's  account.  All  advances,  charges,  costs,  and
expenses,  including  reasonable  attorneys'  fees,  incurred or paid by Secured
Party in exercising any rights,  powers, or remedies  conferred on Secured Party
by this Membership Pledge  Agreement,  or in the enforcement  thereof,  shall be
secured  hereunder and shall be paid to Secured Party by Debtor  immediately and
without demand,  and with interest thereon at then highest  prevailing  interest
rate set forth in the Notes.

                                  SECTION THREE
                               TITLE TO COLLATERAL

        Debtor hereby warrants absolute  ownership of the Membership  Interests,
free and clear of all liens and  encumbrances.  Debtor  represents  and warrants
that  following  consummation  of the Master  Resolution  Agreement  between the
parties,  the parties  owning  membership  interests in the  Company,  and their
percentage ownerships, will be:

        Debtor                                     73%
        Gunnison Center Properties, L.L.C.         27%

                                  SECTION FOUR
                        RISK OF LOSS; REPORTS; INSPECTION

        The Membership  Interests shall be held by Secured Party at the risk and
expense of Debtor.  While this Membership Pledge Agreement  continues in effect,
Debtor  shall  provide  quarterly  reports to  Secured  Party  setting  froth in
reasonable  detail  the  activities  and  business  of the  Company  during  the
preceding calendar quarter and the financial  condition of the Company as of the
end of such calendar quarter.  Each such report shall be signed by an officer or
Member of Debtor having knowledge of the Debtor's and the Company's  activities,
business and  financial  condition  and shall  include a statement to the effect
that the Company is not in default under any agreement or obligation relating to
the  Company's  principal  business,  i.e.,  the  development  of  Lot 17 in the
Gunnison Center/Meadows  subdivision Phase 1R in Gunnison,  Colorado, and Debtor
is  not  in  default  of  any of the  terms,  covenants,  or  conditions  of the
Membership  Pledge  Agreement,  or, if any such default  exists,  specifying the
nature  of such  default  with  reasonable  particularity  sufficient  to enable
Secured  Party to  understand  the effect  thereof  (actual or potential) on the
Company's  business,  prospects,  and  financial  condition and on the value and
enforceability  of the security  interest in the  Membership  Interests  and any
additional  collateral or other  security given to Secured Party pursuant to the
terms of this  Pledge  Agreement.  Secured  Party  shall  have the same right of
inspection as any Member of the Company pursuant to Section 5.2 of the Company's
Operating Agreement as in effect on the date hereof.

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                                                                   EXHIBIT 10.56


                                  SECTION FIVE
                      RIGHTS OF SECURED PARTY IN COLLATERAL

        In the event that Debtor  defaults on its  obligations  to Secured Party
under either or both of the Notes, at any time,  with or without notice,  and at
the expense of Debtor,  Secured Party, in its name or in the name of its nominee
or in the name of the Debtor, may, but shall not be obligated to,:

        1. Collect by legal  proceedings or otherwise all  dividends,  interest,
distributions,  principal payments and other sums now or hereafter payable on or
on account of the Membership Interests.

        2.  Enter  into  any  extension,  reorganization,  deposit,  merger,  or
consolidation  agreement,  or any  agreement in any way relating to or affecting
the Membership Interests. In connection therewith,  Secured party may deposit or
surrender control of the Membership Interests, accept other property in exchange
for the  Membership  Interests and do and perform all such acts as Secured Party
may deem  proper as may be proper  under  the law.  Any money or other  property
received  in  exchange  for the  Membership  Interests  shall be  applied to the
indebtedness  or  thereafter  held by Secured Party  pursuant to the  provisions
hereof.

        3. Make any compromise or settlement  that Secured Party deems desirable
or proper with reference to the Membership Interests.

        4. Insure, protect, and preserve the Membership Interests.

        5. Cause the  Membership  Interests to be  transferred  into the name of
Secured Party or into the name of its nominee.

        6. Exercise as to the Membership  Interests all the rights,  powers, and
remedies of an owner,  including the right to vote the Membership Interests held
by Secured Party pursuant to this Pledge Agreement.

                                   SECTION SIX
                 RIGHTS OF SECURED PARTY REGARDING INDEBTEDNESS

        Debtor authorizes  Secured Party, upon default,  with notice and demand,
but without affecting the liability of Debtor hereunder, from time to time to:

        1. Take and hold  security in addition to and other than the  Membership
Interests to secure Debtor's  obligations to Secured Party, or any part thereof,
and  exchange,  enforce,  waive,  and release that  additional  collateral,  the
Membership Interests, or any part thereof or any other such security.


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                                                                   EXHIBIT 10.56

        2. Apply the Membership Interests or other security and direct the order
or manner of sale thereof as Secured Party in its discretion may determine.

        3. Release Debtor or any other parties from any  obligations due Secured
Party.

                                  SECTION SEVEN
                               NEGATIVE COVENANTS

        For so long as any  portion  of the  obligations  due  under  the  Notes
remains due, Debtor shall:

        1. Not vote the  Membership  Interests in favor of any  amendment to the
Articles  of  Organization  or the  Operating  Agreement  of the  Company in any
material  respect  that would  affect the  security  interest in the  Membership
Interests granted herein;

        2. Not vote the Membership  Interests in favor of  dissolution,  merger,
reorganization  or  insolvency  of the  Company or take any action  which  would
render the Company insolvent;

        3. Not permit the Company to incur indebtedness for borrowed funds, with
the exception of HUD loan or loans in an amount not to exceed $6,000,000;

        4. Not permit the  Company to sell or  exchange  Lot 17 in the  Gunnison
Center/Meadows  subdivision  in  Gunnison,  Colorado,  or  any  improvements  or
structures  thereon,  except  residential  leasing  in the  ordinary  course  of
business;

        5. Not  permit  the  Company to issue new  membership  interests  in the
Company that would result in the dilution of the percentage  ownership of Debtor
in the Company,  unless (i) such new membership interests are issued to increase
the  capital  of the  Company,  and (ii)  after such  issuance,  the  Membership
Interests continue to represent a controlling interest in the Company;

        6. Not permit the Company to declare or pay and dividend or distribution
to  members,  unless any such  distribution  is made  ratably to the  Membership
Interests  and the proceeds  therefrom  are made subject to the Secured  Party's
security interest granted herein; and

        7. Not  receive  any  compensation  as  Manager of the  Company,  beyond
reimbursement  of  reasonable  expenses  incurred  in  the  conduct  of  Company
business,  without  ratification  by the Secured Party;  however,  Secured Party
acknowledges  that Debtor  shall be under  contract  with the Company to provide
construction management and development services for compensation.


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                                                                   EXHIBIT 10.56

                                  SECTION EIGHT
                                     DEFAULT

        Default  hereunder  shall occur on the  happening of any one or more, of
the following events:

        1.  Failure of Debtor to keep or perform any of the terms or  provisions
of this Membership Pledge Agreement, or any agreement or promissory note between
Debtor and Secured Party.

        2. Default by Debtor in the payment of principal or interest when due of
any of the obligations owing to Secured Party under the Notes.

        3. Any  deterioration  or impairment of the Membership  Interests or any
part  thereof  or any  decline  or  depreciation  in the value or  market  price
thereof,  whether actual or reasonably  anticipated,  that causes the Membership
Interests to become unsatisfactory in character or value.

        4. Levy of any attachment, execution, or other process against Debtor or
any of the Membership Interests.

        5. Dissolution,  liquidation,  insolvency,  failure in business, general
assignment for the benefit of creditors, filing of any petition in bankruptcy or
for relief under the provisions of the U.S.  Bankruptcy  Code of, by, or against
Debtor or the Company.

                                  SECTION NINE
                                    REMEDIES

        On the happening of any default hereunder,  Secured Party may then or at
any time thereafter,  at its election, apply, setoff, collect, or sell in one or
more sales,  with or without any previous  demands or demand of  performance  or
notice or  advertisement,  the whole or any part of the Membership  Interests in
such order as Secured Party may elect, including a sale to itself. Any such sale
may be made either at a public or private sale and may be conducted at the place
of business of Secured Party or elsewhere.  Any sale  hereunder may be conducted
by an auctioneer or any officer,  employee,  attorney or agent of Secured Party.
Secured  Party  may be the  purchaser  of any or all the  Membership  Interests.
Secured Party shall have all  additional  remedies that are conferred on it as a
Secured Party under the Uniform  Commercial Code or by other  applicable laws of
the State of Colorado. All remedies available to Secured Party are non-exclusive
and may be exercised from time to time and in combination or separately, and the
exercise of any  available  remedy shall not  prejudice  or otherwise  adversely
affect  any  other  remedy or right of  Secured  Party,  including  the right to
realize upon other security now or hereafter held.

        Proceeds  of the sale of any of the  Membership  Interests  and all sums
received  or  collected  by Secured  Party from or on account of the  Membership
Interests shall be applied by Secured

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                                                                   EXHIBIT 10.56

Party to the payment of expenses incurred or paid by Secured Party in connection
with any sale, transfer, or delivery of the Membership Interests, to the payment
of any other cost, charges attorneys' fees, or expenses mentioned herein, and to
the payment or discharge of the  obligations of Debtor to Secured Party,  or any
part thereof,  all in such order and manner as in its  discretion  Secured Party
may determine. Secured Party may at any time deliver the Membership Interests or
any part  thereof to Debtor,  and the receipt by Debtor  shall be a complete and
full  discharge of Secured Party from any claim or obligation for the Membership
Interests so delivered,  and Secured Party shall  thereafter be discharged  from
any liability or responsibility therefor.

                                   SECTION TEN
                             WAIVER BY SECURED PARTY

        The  rights,  powers,  and  remedies  given  to  Secured  Party  by this
Membership  Pledge  Agreement  shall be in addition to all rights,  powers,  and
remedies given to Secured Party by virtue of the Uniform  Commercial Code or any
other  law of the  State of  Colorado.  Any  forbearance,  failure,  or delay by
Secured Party in exercising any right,  power, or remedy  hereunder shall not be
deemed to be a waiver of such right, power, or remedy, and any single or partial
exercise of any right, power, or remedy hereunder shall not preclude the further
exercise thereof. Every right, power, and remedy of Secured Party shall continue
in full force and effect  until such  right,  power,  or remedy is  specifically
waived by an instrument in writing executed by Secured Party.

                                 SECTION ELEVEN
                               NOTICES AND DEMANDS

        Secured Party shall be under no duty or obligation whatsoever to make or
give any  presentments,  demands  for  performance,  notices of  nonperformance,
protests,  notices of protest,  or notices of dishonor  in  connection  with any
obligations  or evidences of  indebtedness  held by Secured Party and secured by
the Membership Interests,  or in connection with any obligations or evidences of
indebtedness  that  constitute  in whole or in part the  obligations  of  Debtor
secured hereunder.

                                 SECTION TWELVE
                                TERM OF AGREEMENT

        This Membership Pledge Agreement is a continuing agreement,  and all the
rights,  powers,  and remedies hereunder shall apply to all past,  present,  and
future  obligations  of Debtor to  Secured  Party,  including  any  indebtedness
arising  under   successive   transactions   that  shall  either   continue  the
obligations,  increase  or  decrease  them,  or from  time to  time  create  new
obligations  after  all  or any  prior  obligations  have  been  satisfied,  and
notwithstanding   any  merger,   consolidation,   reorganization,   liquidation,
dissolution, or bankruptcy of Debtor or Secured Party. Until all indebtedness is
paid in full,  the  power of sale and all other  rights,  powers,  and  remedies
granted to Secured Party by this Agreement shall continue in effect

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                                                                   EXHIBIT 10.56

until all  obligations  secured  hereby  have been  satisfied  in full or are no
longer otherwise valid.

                                SECTION THIRTEEN
                          GOVERNING LAW; ATTORNEYS FEES

          This  Membership  Pledge  Agreement shall be governed by and construed
according to the laws of the State of Colorado.  Both parties agree that, should
either party default in any of the covenants or agreements herein contained, the
prevailing  party in  litigation  shall be  entitled  to  recover  all costs and
expenses,  including reasonable  attorney's fees, which may arise or accrue from
enforcing  this  Agreement,  any agreement or  instrument  entered into pursuant
hereto,  or in pursuing  any remedy  provided  hereunder or by  applicable  law,
whether   incurred  in   litigation,   nonjudicial   proceedings  or  bankruptcy
proceedings.

                                SECTION FOURTEEN
             FURTHER ASSURANCES; MODIFICATIONS; AND IMPLIED WAIVERS

        To further  assure the full  performance  of the  obligations  set forth
herein,  the parties shall, upon the reasonable  request of either of them, from
time to time execute and deliver all further instruments or assurances which may
be  required  or  appropriate,  such  as one or  more  financing  statements  or
extensions  thereof.  No change,  addition  or  erasure  of any  portion of this
Agreement  shall be valid or binding  upon either  party  unless  evidenced in a
separate,  subsequent  document  signed by the party  charged  with such change,
addition or erasure.  It is declared by both  parties  that there are no oral or
other agreements or understandings  between them affecting this Agreement except
as may be reduced to writing. The failure of either party at any time to require
performance  by the other party of any  provision  hereof shall in no way affect
the full right to require such performance at any time thereafter. Nor shall the
waiver by either party of a breach of any  provision  hereof be taken or held to
be a waiver of any  succeeding  breach of such  provision  or as a waiver of the
provision itself.

        IN WITNESS  WHEREOF,  the  parties  have set their  hands as of the date
first above written.

Secured Party:                               Debtor:
U. S. Energy Corp./Crested Corp.             Contour Development Company, L.L.C.



By    /s/ Max T. Evans                       By:   /s/  Val L. Olsen
     ----------------------------------           ------------------------------
Its   SECRETARY/PRESIDENT, RESPECTIVELY      Its:  MANAGING MEMBER


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