EXHIBIT 10.4

                              CONSULTING AGREEMENT
                              --------------------

This is a Consulting  Agreement entered into at Riverton,  WY as of May 14, 2001
by and between U.S. Energy Corp. of 877 North 8th West, Riverton, WY 82501 (USE)
and Riches in  Resources,  Inc.,  with mailing  address of 1433 Oakleaf  Circle,
Boulder,  CO 80304 (RIR).  for the  consideration  set out below,  RIR agrees to
provide  consulting  services to USE for an 18 month  period,  beginning May 14,
2001 through November 14, 2002.

USE agrees to pay for the consulting services as follows: 1) $2,000.00 per month
payable on a monthly basis for the term of the Agreement  with the first payment
due on June 14, 2001; 2) a restricted stock certificate for 15,000 shares of USE
common stock; and 3) a restricted  stock  certificate for 15,000 shares in Rocky
Mountain Gas, Inc. (RMG). The stock  certificates  shall be issued in RIR's name
on or before June 30, 2001 and will be held by USE until they are awarded to RIR
on or before November 14, 2002, pursuant to this Agreement. RIR understands that
these shares are restricted  shares,  will bear a restrictive  legend,  and will
either have to be registered or sold under Rule 144 of the Security and Exchange
Act of 1934.

USE  agrees to grant a stock  option  to RIR to  purchase  10,000  shares of USE
common  stock at $4.70 per share (which was the asking price of the Stock on May
14, 2001, this was the date that this Agreement was negotiated by RIR and USEG),
in whole or in part,  for an 24 month period,  from May 14, 2001 through May 14,
2003. This option will become exercisable by RIR only if USE common stock closes
at or above  $6.50  per  share  for 90  consecutive  days  prior  to the  option
expiration  on may 14,  2003.  USE  agrees  to grant a second  option  to RIR to
purchase  20,000  shares of USE common stock at $4.70 per share,  in whole or in
part,  only if USE common  stock  closes at or above a price of $10.00 per share
for 90 consecutive days prior to the option expiration of May 14, 2003. USE may,
at its sole  discretion,  reduce  the 90  consecutive  day  requirement.  If RIR
exercises  either option,  USE agrees to file a registration  statement with the
Securities and Exchange  commission at a time when the financial  statements for
the recently concluded fiscal year have been audited. Optionee acknowledges that
such filing will not be feasible from March 1 through September 1 of each year.

USE agrees to pay  travel and  related  expenses  that RIR incurs  solely on USE
related matters  outside of the greater Denver,  Colorado area on a pre-approved
case  by  case  basis.  All  other  expenses  incurred  by  RIR  will  be  RIR's
responsibility unless other pre-approved arrangements are made by the Parties.

RIR agrees to use its best  efforts in  assisting  USE and its  subsidiaries  to
expand the number of firms, brokers and institutions  interested in investing in
USE,  This  includes,  but is not limited to: 1)  preparing a corporate  profile
which will be used to introduce USE to RIR's  network of  investors,  investment
banking and financing firms as well as potential industry partners; 2) assisting
USE in its marketing  efforts through mailing updates,  corporate news releases,
presentations and general advise on investor issues,  and; 3) arranging meetings
(no less than 1 per month if the  respective  parties  are  available)  with key
individuals who have shown a particular interest in USE.

Either RIR or USE may terminate this contract upon 60 days written notice to the
other Party, by certified mail to the addresses  listed below. If USE terminates
this  Agreement  prior to November 14, 2002, the cash payments will cease at the
end of the 60 day  notice  period.  If RIR  terminates  the  Agreement,  USE may
terminate the payments  immediately.  Upon  termination,  the USE and RMG shares
shall be  prorated  to the end of the 60 day  notice  period on the basis of 833
shares of USE common stock and 833 shares of RMG common stock earned by RIR each
month  between May 14, 2001 and November 14, 2002.  USE shall deliver the shares
to RIR at the end of the 60 day notice  period.  If either RIR or USE terminates
this Agreement, any unexercised options shall expire at the end of the 60 notice
period.


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In the event that  either USE or RMG merge  with or are  acquired  by an outside
entity prior to November 14, 2002, and USE therefore  terminates this Agreement,
USE agrees to deliver all 15,000  shares of USE and RMG at the end of the 60 day
notice  period,  and the stock  options  shall  remain in effect  for the entire
option periods.

This Agreement shall be governed by the laws of the State of Wyoming.

U.S. Energy Corp.                               Riches In Resources, Inc.
877 North 8th West                              1433 Oakleaf Circle
Riverton, WY 82501                              Boulder, Colorado 80304


Dated May 14, 2001


     /s/  Keith G. Larsen                            /s/   Neal Feagans
---------------------------------------         --------------------------------
Keith G. Larsen, President                      Neal Feagans, President
U.S. Energy Corp.                               Riches In Resources, Inc.


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                               U. S. ENERGY CORP.

                             STOCK WARRANT AGREEMENT

     This Stock Warrant Agreement is made in Riverton,  WY this 14th day of May,
2001 by and between U. S. Energy Corp.  (herein  referred to as the "Company" or
"USE")  and  Riches  In  Resources,   Inc.   (hereinafter  referred  to  as  the
"Consultant").

1. The  Company  hereby  grants  Consultant  two (2)  Warrants  to  purchase  an
aggregate of 30,000  shares of the common stock of the Company,  $0.01 par value
(hereinafter  referred  to as the  "Shares").  The first  Warrant is to purchase
10,000 shares at $4.70/share for 24 months expiring on May 14, 2003, but only if
the  market  price  for the  Shares  closes  at or above  $6.50 per share for 90
consecutive  days prior to the  expiration of this Warrant on May 14, 2003.  The
second  Warrant is to  purchase  20,000  shares at $4.70 per share if the market
price for the Shares closes at or above $10.00 per share for 90 consecutive days
prior to the expiration of such Warrant on May 14, 2003.

2. Exercise of the Warrants shall be covered by a piggy-back  registration right
by the Consultant as part of the next subsequent appropriate USE registration of
shares with the SEC in which  exercise of the Warrants  could be  registered  by
USE. This  registration  would cover resale of the shares, as well. In the event
that no filing occurs within the term of the Warrants, the Consultant shall have
the right to demand that the Company file a registration  statement with the SEC
for  exercise  of the balance of the  Warrants,  or for the resale of the Shares
acquired  under the  Warrants,  but in the latter case,  only if at least 10,000
shares  are  acquired  under  the  Warrants.   The  Company  agrees  to  file  a
registration  statement  but only at a time when  financial  statements  for the
recently  concluded  fiscal year have been audited.  The Company and  Consultant
agree to each pay one half of the federal and state  filing  fees,  Edgar filing
expense, legal fees and auditor's expenses for document review.

3. The  Consultant may exercise the options under this Warrant as provided above
to all or any part of the Shares by giving written notice to the Company, at its
principal  office,  specifying  the number of Shares to which the exercise shall
apply,  and  accompanied  by payment of the full  purchase  price for the Shares
being   purchased.   Upon   compliance   with  the  terms  of  this   Agreement,
certificate(s)  representing  the  Shares  purchased  shall be issued as soon as
practicable after notice of exercise is given to the Company.

4. In the event of  Consultant's  death  prior to the  complete  exercise of the
Warrant, any remaining portion of the Warrant shall terminate.

5. The Consultant  hereby  represents that the Warrant granted hereunder and the
Shares  purchased  by him  pursuant  to the  exercise  of all or any part of the
Warrant are and will be acquired  by him for  investment  and not with a view to
the distribution thereof. The Warrant is granted by the Company in reliance upon
this

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representation.  Upon the exercise of the options under this Warrant, Consultant
shall not  thereafter  transfer,  encumber or dispose of the Shares so purchased
unless:  (a) a  registration  statement  covering  issuance  of such  Shares  on
exercise  of the  Warrants  is  filed  and  becomes  effective  pursuant  to the
Securities Act of 1933, as amended,  and applicable  state law, or if previously
exercised,  the registration  statement  covers resale of the shares;  or (b) an
opinion  letter of the  Warrantee's  counsel is  obtained,  satisfactory  to the
Company  and  its  counsel,  that  such  transfer  is  not in  violation  of any
applicable federal or state securities laws or regulations.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by its duly  authorized  officer and to be sealed with its  corporate
seal, attested by its secretary, and Consultant has executed this Agreement with
the intent to be legally bound as of the date written below.

                                                U. S. ENERGY CORP.



Attest:   /s/   Max T. Evans                    By:   /s/   Keith G. Larsen
       --------------------------------            -----------------------------
        Max T. Evans,                               Keith G. Larsen,
        Secretary                                   President


                                                CONSULTANT:
                                                Neal Feagans, d/b/a
                                                Riches In Resources, Inc.



Dated:  August 20, 2001                              /s/  Neal Feagans
      ---------------------------------         --------------------------------
                                                Neal Feagans


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