Exhibit 10.94

DRSUAA No.:_________

                DIRECTOR'S RESTRICTED STOCK UNIT AWARD AGREEMENT

Name: __________________________

Date: __________________

      1. (a) Pursuant to, among other things, Sections 6(e) and 6(h) of US
Energy Systems, Inc.'s 2000 Executive Incentive Compensation Plan (the "2000
Plan"), you are hereby granted, subject to your execution of this agreement and
the execution of this agreement by US Energy Systems, Inc. ("US Energy"), and
subject, with respect to awards granted subsequent to the date hereof, to the
prior approval of the Board or the Committee, the number of restricted stock
units ("Restricted Stock Units") issuable pursuant to Section 1(b) hereof.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to such terms by the 2000 Plan.

            (b) As of the last Business Day (as defined) of each calendar
quarter commencing July 1, 2003, you shall be entitled to the number of
Restricted Stock Units equal to the quotient obtained by dividing (i) the
product obtained by multiplying (A) the compensation payable to you in such
quarter for Directors Services (as defined) performed in such calendar quarter
by (B) 0.4 by (ii) the Fair Market Value of a share of Common Stock (as defined)
as of the close of business on the last Business Day of the applicable calendar
quarter.

            (c) The term "Business Day" shall mean any day other than Saturday,
Sunday, or a day on which banks in the State of New York are authorized or
obligated to be closed. The term "Director's Services" shall mean the fees and
compensation payable to Directors of US Energy for the applicable calendar
quarter for (i) serving a member of the Board, (ii) attending Board and/or
committee meetings, (iii) serving on one or more of committees, (iv) serving as
the chairman of a committee, and (v) any other services performed as a Director
of US Energy to the extent Directors of US Energy are compensated for such
services.

            (d) The Restricted Stock Units to which you are entitled pursuant to
Section 1(b) shall be deemed to have vested in full immediately upon the
applicable date to which you become entitled to same. Upon the expiration of the
deferral period provided for herein, each Restricted Stock Unit will be
converted automatically into one share of common stock of US Energy, par value
$.01 per share (the "Common Stock").

            (e) In the event the calculations provided for by Sections 1(b)
would result in the issuance of a fraction of a Restricted Stock Unit, the
number of units to which you are entitled shall be rounded to the nearest whole
number.

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      2. Delivery of Shares Underlying Restricted Stock Units. (a) Promptly
following the expiration of the deferral period provided for herein, US Energy
will deliver to you or to your legal representative a certificate representing
the shares of Common Stock underlying the applicable Restricted Stock Units
granted or to be granted to you pursuant to this agreement (the "Underlying
Shares").

            (b) You hereby irrevocably elect to defer receipt of the Underlying
Shares until the earlier to occur of (i) your death, (ii) your Disability, (iii)
a Change in Control, (iv) the cessation of your service as a Director or (v)
June 30, 2013. Upon the occurrence of any such event, the deferral period
effected herein shall immediately terminate and you shall promptly receive a
certificate for the number of Underlying Shares to which you are entitled
pursuant to this agreement. You acknowledge that, except as otherwise provided
in Section 2(c), you will not be entitled to any rights as a stockholder with
respect to such Restricted Stock Units, including without limitation, the right
to vote, until the deferral period has terminated,.

            (c) Contemporaneously with the grant of Restricted Stock Units to
you pursuant to this agreement, US Energy hereby grants you, pursuant to, among
other things, Section 6(g) of the 2000 Plan, Dividend Equivalent Rights (as
defined). The term "Dividend Equivalent Rights" shall mean your right to
receive, subject to your execution of an agreement in form reasonably acceptable
to US Energy, the number of Restricted Stock Units equal to the quotient
obtained by dividing the aggregate cash dividends that would have been payable
with respect to your Underlying Shares (as if such shares had been issued and
had not been deferred) as of the record date for the payment of such dividends
by the Fair Market Value of a share of Common Stock on such date. The terms and
conditions of the Restricted Stock Units granted pursuant to these Dividend
Equivalent Rights shall be the same as otherwise provided herein. The Restricted
Stock Units, if any, granted pursuant to the Dividend Equivalent Rights, shall
be deemed to be granted as of the payment date for the applicable dividend
payment.

            (d) Upon the occurrence of a Change in Control, the provisions of
Section 9 (a) of the 2000 Plan shall apply.

            (e) US Energy shall deliver to you from time to time at your request
a statement reflecting the number of Restricted Stock Units to which you are
entitled pursuant to this agreement.

      3. Transferability. You may not transfer, pledge, assign, sell or
otherwise alienate your Restricted Stock Units or the Underlying Shares until
the termination or expiration of the deferral period with respect thereto.

      4. Taxes. US Energy shall deduct or cause to be deducted from, or collect
or cause to be collected with respect to, your Restricted Stock Units (including
the Underlying Shares) any federal, state, or local taxes required by law to be
withheld or paid with respect to your Restricted Stock Units (including the
Underlying Shares) and you or your legal representative or beneficiaries shall
be required to pay any such amounts. US Energy shall have the right to take such
action as may be necessary, in its reasonable judgment, to satisfy such
obligations.


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      5. Governing Law. The validity, construction and effect of this Agreement
shall be determined in accordance with the laws of the State of Delaware without
giving effect to principles of conflicts of law.

      6. Subject To 2000 Plan. This Agreement and the grant of Restricted Stock
Units are subject to all of the terms and conditions of the 2000 Plan. In the
event of a conflict between this Agreement and the 2000 Plan, the 2000 Plan
shall govern.

      7. Section 16. Notwithstanding anything to the contrary herein, in the
event that you would be subject to liability for short swing profits pursuant to
Section 16 of the Exchange Act resulting from the distribution to you of the
Underlying Shares, then, except as otherwise provided by the Plan, the
distribution of the Underlying Shares will be deferred and/or limited to the
extent necessary to eliminate such liability.


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      Please indicate your acceptance of the foregoing by signing at the place
provided and returning the original of this Agreement.

                                            Very truly yours,

                                            US ENERGY SYSTEMS, INC.


                                        By: ____________________________________

ACCEPTED AND AGREED:


_______________________________


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