EXHIBIT 4.13

            VOID AFTER 3:30 P.M., MOUNTAIN TIME, ON NOVEMBER 2, 2006

                  ADVISOR'S WARRANTS TO PURCHASE COMMON SHARES

                                U.S. ENERGY CORP.


     This is to Certify That, FOR VALUE RECEIVED, 1 ("Holder"), is entitled to
purchase, subject to the provisions of this Warrant, from U.S. ENERGY CORP., a
Wyoming corporation (the "Company" or "we"), at any time until 3:30 P.M.,
Mountain Time, on November 2, 2006 (the "Expiration Date") 2 Common Shares of
the Company at a purchase price per share of $3.75 during the period that this
Warrant is exercisable. The number of Common Shares to be received upon the
exercise of this Warrant and the price to be paid for a Common Share may be
adjusted from time to time as hereinafter set forth. The purchase price of a
Common Share in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price." This Warrant is or
may be one of a series of warrants identical in form issued by the Company to
purchase an aggregate of 11,034 Common Shares of the Company in consideration of
services provided to the Company related to financial strategy, and the term
"Warrants" as used herein means all such Warrants (including this Warrant). The
Common Shares, as adjusted from time to time, underlying the Warrants are
hereinafter sometimes referred to as "Warrant Shares" and include all Common
Shares that have been issued upon the exercise of the Warrants and all unissued
Common Shares underlying the Warrants.

     (A) EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part
at any time or from time to time until the Expiration Date or if the Expiration
Date is a day on which banking institutions are authorized by law to close, then
on the next succeeding day which shall not be such a day, by presentation and
surrender hereof to the Company or at the office of its stock transfer agent, if
any, with the Purchase Form annexed hereto duly executed and accompanied by cash
payment of the Exercise Price for the number of shares specified in such Form,
together with all federal and state taxes applicable upon such exercise. The
Company agrees not to merge, reorganize or take any action that would terminate
this Warrant unless provisions are made as part of such merger, reorganization
or other action which would provide the holders of this Warrant with an
equivalent of this Warrant as specified in Section (i) hereof; provided,
however, that if reasonably required by the other party or parties to such
merger, reorganization or other action, the Company may accelerate the
Expiration Date to a date prior to such merger, reorganization or other action,
provided further, however, that the Company shall give the Holder written notice
of such acceleration at least 30 days prior to such accelerated Expiration Date.
The Company agrees to provide notice to the Holder that any tender offer is
being made for the Company's Common Shares no later than three business days
after the day the Company becomes aware that any tender offer is being made for
outstanding Common Shares of the Company. If this Warrant should be exercised


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in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the right of the
Holder to purchase the balance of the Common Shares purchasable hereunder. Upon
receipt by the Company of this Warrant at the office of the Company or at the
office of the Company's stock transfer agent, in proper form for exercise and
accompanied by the Exercise Price, the Holder shall be deemed to be the holder
of record of the Common Shares issuable upon such exercise, notwithstanding that
the stock transfer books of the Company shall then be closed or that
certificates representing such Common Shares shall not then be actually
delivered to the Holder.

     (B) RESERVATION OF SHARES. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise of this
Warrant such number of Common Shares as shall be required for issuance or
delivery upon exercise of this Warrant.

     (C) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a Common Share called for upon any exercise hereof,
the Company shall, upon receipt by the Company or the Company's stock transfer
agent of the Exercise Price on such fractional share, pay to the Holder an
amount in cash equal to such fraction multiplied by the current market value of
such fractional share, determined as follows:

          (1) If the Common Shares are listed on a national securities exchange,
     are admitted to unlisted trading privileges on such an exchange, or are
     listed for trading on a trading system of the National Association of
     Securities Dealers, Inc. ("NASD") such as Regular NASDAQ ("NASDAQ") or
     NASDAQ/NMS ("NMS"), then the current value shall be the last reported sale
     price of the Common Shares on such an exchange or system on the last
     business day prior to the date of exercise of this Warrant or if no such
     sale is made on such day, the average of the closing bid prices for the
     Common Shares for such day on such exchange or such system shall be used;
     or

          (2) If the Common Shares are not so listed on such exchange or system
     or admitted to unlisted trading privileges, the current value shall be the
     average of the last reported bid prices reported by the National Quotation
     Bureau, Inc. on the last business day prior to the date of the exercise of
     this Warrant; or

          (3) If the Common Shares are not so listed or admitted to unlisted
     trading privileges and if bid and asked prices are not so reported, the
     current value shall be an amount, not less than book value, determined in
     such reasonable manner as may be prescribed by the board of directors of
     the Company.

     (D) EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and surrender
hereof to the Company or at the office of its stock transfer agent, if any, for
other Warrants of different denominations entitling


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the Holder thereof to purchase (under the same terms and conditions as provided
by this Warrant) in the aggregate the same number of Common Shares purchasable
hereunder. Any such transfer or assignment shall be made by surrender of this
Warrant to the Company or at the office of its stock transfer agent, if any,
with the Assignment Form annexed hereto duly executed and with funds sufficient
to pay any transfer tax; whereupon the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such instrument
of assignment and this Warrant shall promptly be canceled. This Warrant may be
divided or combined with other Warrants which carry the same rights upon
presentation hereof at the office of the Company or at the office of its stock
transfer agent, if any, together with a written notice specifying the names and
denominations in which new Warrants are to be issued and signed by the Holder
hereof. The term "Warrant" as used herein includes any warrants issued in
substitution for or replacement of this Warrant, or into which this Warrant may
be divided or exchanged. Upon receipt by the Company of evidence satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will execute and deliver a new Warrant of like tenor and date. Subject to such
right of indemnification, any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.

     (E) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

     (F) ADJUSTMENT PROVISIONS.

     (1) ADJUSTMENTS OF THE EXERCISE PRICE.

          (A) If the Company subdivides its outstanding Common Shares into a
     greater number of Common Shares, the Exercise Price in effect immediately
     prior to such subdivision shall be proportionately reduced. Conversely, if
     the Company combines its outstanding Common Shares into a lesser number of
     Common Shares, the Exercise Price in effect immediately prior to such
     combination shall be proportionally increased. In case of a subdivision or
     combination, the adjustment of the Exercise Price shall be made as of the
     effective date of the applicable event. A distribution on Common Shares,
     including a distribution of Convertible Securities, to shareholders of the
     Company on a pro rata basis shall be considered a subdivision of Common
     Shares for the purposes of this subsection (1)(A), except that the
     adjustment will be made as of the record date for such distribution and any
     such distribution of Convertible Securities shall be deemed to be a
     distribution of the Common Shares underlying such Convertible Securities.



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          (B) If the Company shall at any time distribute or cause to be
     distributed to its shareholders, on a pro rata basis, cash, assets, or
     securities of any entity other than the Company, then the Exercise Price in
     effect immediately prior to such distribution shall automatically be
     reduced by an amount determined by dividing (x) the amount (if cash) or the
     value (if assets or securities) of the holders' of Warrants (as such term
     is defined in the first paragraph hereof) pro rata share of such
     distribution determined assuming that all holders of Warrants had exercised
     their Warrants on the day prior to such distribution, by (y) the number of
     Common Shares issuable upon the exercise of this Warrant by the Holder on
     the day prior to such distribution.

          (2) ADJUSTMENTS OF EXERCISE PRICE - ON ISSUE AT LESS THAN EXERCISE
     PRICE.

          Excepted from the adjustment for anti-dilution provisions of this
     Section (2) and Section 3 are the Company's issuance of "Excluded Common
     Shares" as defined below, and also all Common Shares or Convertible
     Securities in the form of stock options to the Company's employees or
     non-executive directors, or Common Shares issued to acquire a subsidiary or
     its assets, provided such Common Shares or Convertible Securities are
     issued at prices or with exercise terms equal to the Company's then current
     market price on the date of such issuance. Whenever reference is made in
     this Section (2) or Section (3) to the distribution of Convertible
     Securities, the term "Convertible Securities" shall mean options or
     warrants or rights for the purchase of Common Shares of the Company or for
     the purchase of any stock or other securities convertible into or
     exchangeable for Common Shares of the Company.

          If the Company should at any time or from time to time hereafter issue
     or sell any of its Common Shares (other than Common Shares issued upon the
     exercise of Convertible Securities outstanding on October 18, 2001, which
     Common Shares shall be referred to herein as the "Excluded Common Shares")
     without consideration or for a consideration per share less than the
     Exercise Price in effect immediately prior to the time of such issue or
     sale, then forthwith upon such issue or sale, the Exercise Price shall be
     automatically adjusted to a price (computed to the nearest cent) determined
     by dividing (i) the sum of (x) the number of Common Shares outstanding
     immediately prior to such issue or sale multiplied by the Exercise Price in
     effect immediately prior to such issue or sale, by (y) the consideration,
     if any, received by the Company upon such issue or sale, by (ii) the total
     number of Common Shares outstanding immediately after such issue or sale.
     For purposes of this Section (2) and (3), the following provisions (i) and
     (ii) shall also be applicable:

               (i) RIGHTS, OPTIONS OR WARRANTS. In case at any time hereafter
          the Company shall in any manner grant any right to subscribe for or to
          purchase, or any option or warrant for the purchase of Common Shares
          or for the purchase of any stock or securities convertible or
          exchangeable for Common Shares (such convertible or exchangeable stock
          or securities being hereinafter referred to as the


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          "Underlying Convertible Securities") and if the minimum price per
          share for which Common Shares are issuable, pursuant to such rights,
          options, warrants or upon conversion or exchange of such Underlying
          Convertible Securities (determined by dividing (i) the total amount,
          if any, received or receivable by the Company as consideration for the
          granting of such rights, options, or warrants plus the minimum
          aggregate amount of additional consideration payable to the Company
          upon the exercise of such rights, options, or warrants under the terms
          of such rights, options, or warrants at the time of making such
          computation, plus, in the case of such Underlying Convertible
          Securities, the minimum aggregate amount of additional consideration,
          if any, payable upon the conversion or exchange thereof under the
          terms of such Underlying Convertible Securities at the time of making
          such computation, by (ii) the total maximum number of Common Shares
          issuable pursuant to such rights, options, or warrants or upon the
          conversion or exchange of the total maximum amount of such Underlying
          Convertible Securities issuable upon the exercise of such rights,
          options, or warrants or Underlying Convertible Securities at the time
          of making such computation) shall be less than the Exercise Price in
          effect immediately prior to the time of the granting of such rights or
          options, then the total maximum number of Common Shares issuable
          pursuant to such rights, options, warrants or upon conversion or
          exchange of the total maximum amount of such Underlying Convertible
          Securities issuable upon the exercise of such rights, options, or
          warrants under the terms of such rights, options, warrants or
          Underlying Convertible Securities at the time of making such
          computation shall (as of the date of granting of such rights, options,
          or warrants) be deemed to be outstanding and to have been issued for
          said price per share as so determined; provided, that no further
          adjustment of the Exercise Price shall be made upon the actual issue
          of Common Shares so deemed to have been issued unless the price per
          share received by the Company upon the actual issuance of Common
          Shares so deemed to be issued differs from the price per share which
          was last used to adjust the Exercise Price or unless by the terms of
          such rights, options, or warrants or Underlying Convertible Securities
          the price per share which the Company will receive upon any such
          issuance of Common Shares differs from the price per share which was
          last used to adjust the Exercise Price, in either of which events the
          Exercise Price shall be adjusted upon the occurrence of either such
          event to reflect the new price per share of Common Stock; and further
          provided, that, upon the expiration of such rights (including rights
          to convert or exchange), options or warrants (a) the number of shares
          of Common Stock deemed to have been issued and outstanding by reason
          of the fact that they were issuable pursuant to such rights, options,
          or warrants (including rights to convert or exchange) that were not
          exercised, shall no longer be deemed to be issued and outstanding, and
          (b) the Exercise Price shall forthwith be adjusted to the price which
          would have prevailed had all adjustments been made on the basis of the
          issue only of the Common Shares actually issued upon the exercise of
          such rights, options, or warrants or upon conversion or exchange of
          such


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          Underlying Convertible Securities. Such adjustments upon expiration
          shall have no effect on Warrants exercised prior to such expirations.

               (ii) CONVERTIBLE SECURITIES. If the Company shall in any manner
          issue or sell any Convertible Securities other than the rights,
          options, or warrants described in Section (2) or (3) hereof and if the
          minimum price per share for which Common Shares are issuable upon
          conversion or exchange of such Convertible Securities (determined by
          dividing (i) the total amount received or receivable by the Company as
          consideration for the issue or sale of such Convertible Securities,
          plus the minimum aggregate amount of additional consideration, if any,
          payable to the Company upon the conversion or exchange thereof under
          the terms of such Convertible Securities at the time of making such
          computation, by (ii) the total maximum number of Common Shares
          issuable upon the conversion or exchange of all such Convertible
          Securities under the terms of such Convertible Securities at the time
          of making such computation) shall be less than the Exercise Price in
          effect immediately prior to the time of such issue or sale, then the
          total maximum number of Common Shares issuable upon conversion or
          exchange of all such Convertible Securities at the time of making such
          computation shall (as of the date of the issue or sale of such
          Convertible Securities) be deemed to be outstanding and to have been
          issued for said price per share as so determined; provided, that no
          further adjustment of the Exercise Price shall be made upon the actual
          issue of Common Shares so deemed to have been issued unless the price
          per share received by the Company upon the actual issuance of Common
          Shares so deemed to be issued differs from the price per share which
          was last used to adjust the Exercise Price or unless by the terms of
          such Convertible Securities the price per share which the Company will
          receive upon any such issuance of Common Shares differs from the price
          per share which was last used to adjust the Exercise Price, in either
          of which events the Exercise Price shall be adjusted upon the
          occurrence of either such event to reflect the new price per share of
          Common Shares; and, further provided that if any such issue or sale of
          such Convertible Securities is made upon exercise of any right to
          subscribe for or to purchase or any option to purchase any such
          Convertible Securities for which an adjustment of the Exercise Price
          has been or is to be made pursuant to the provisions of Section (2) or
          (3), then no further adjustment of the Exercise Price shall be made by
          reason of such issue or sale unless the price per share received by
          the Company upon the conversion or exchange of such Convertible
          Securities when actually issued differs form the price per share which
          was last used to adjust the Exercise Price or unless by the terms of
          such Convertible Securities the price per share which the Company will
          receive upon any such issuance of Common Shares upon conversion or
          exchange of such Convertible Securities differs from the price per
          share which was last used to adjust the Exercise Price, in either of
          which events the Exercise Price shall be adjusted upon the occurrence
          of either of such events to reflect the new price per share of Common
          Shares; and, further provided,


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          that, upon the termination of the right to convert or to exchange of
          any such Convertible Securities, which were not so converted or
          exchange, shall no longer be deemed to be issued and outstanding, and
          the Exercise Price shall forthwith be adjusted to the price which
          would have prevailed had all adjustments been made on the basis of the
          issue only of the number of Common Shares actually issued upon
          conversion or exchange of such Convertible Securities. Such
          adjustments upon expiration shall have no effect on Warrants exercised
          prior to such expiration.

          (3) DETERMINATION OF ISSUE PRICE. In case any Common Shares or
     Convertible Securities which shall be issued for cash, the consideration
     received therefor, which shall be the gross sales price for such security
     without deducting therefrom any commission or other expenses paid or
     incurred by the Company for any underwriting of, or otherwise in connection
     with, the issuance thereof, shall be deemed to be the amount received by
     the Company therefor. In case any Common Shares or Convertible Securities
     shall be issued for a consideration part or all of which shall be other
     than cash, then the Board of Directors of the Company shall determine the
     fair value of such consideration, irrespective of accounting treatment, and
     such Common Shares or Convertible Securities shall be deemed to have been
     issued for an amount of cash equal to the value so determined by the Board
     of Directors. The reclassification of securities other than Common Shares
     into securities including Common Shares shall be deemed to involve the
     issuance for a consideration other than cash of such Common Shares
     immediately prior to the close of business on the date fixed for the
     determination of security holders entitled to receive such Common Shares.
     In case any Common Shares or Convertible Securities shall be issued
     together with other stock or securities or other assets of the Company for
     consideration, the Board of Directors of the Company shall determine what
     part of the consideration so received is to be deemed to be consideration
     for the issue of such Common Shares or Convertible Securities.

          (4) DETERMINATION OF DATE OF ISSUE. In case the Company shall take a
     record of the holders of Common Shares for the purpose of entitling them
     (i) to receive a dividend or other distribution payable in Common Shares or
     in Convertible Securities or (ii) to subscribe for or purchase Common
     Shares or Convertible Securities, then such record date shall be deemed to
     be the date of the issue or sale of the Common Shares deemed to have been
     issued or sold upon the declaration of such dividend or the making of such
     other distribution or the date of the granting of such right of
     subscription or purchase, as the case may be.

          (5) TREASURY SHARES. For the purpose of this Section (f), Common
     Shares at any relevant time owned or held by, or for the account of, the
     Company shall not be deemed outstanding.

     (G) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
required above, the Company shall forthwith file in the custody of its Secretary
or an Assistant Secretary at its principal office, and with its stock transfer
and warrant agent, if any, an officer's certificate


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showing the adjusted Exercise Price determined as herein provided and setting
forth in reasonable detail the facts requiring such adjustment. Each such
officer's certificate shall be made available at all reasonable times for
inspection by the Holder and the Company shall, forthwith after each such
adjustment, deliver a copy of such certificate to the Holder.

     (H) NO ADJUSTMENT FOR SMALL AMOUNTS. Anything in Sections (2) or (3) to the
contrary notwithstanding, the Company shall not be required to give effect to
any adjustment in the Exercise Price unless and until the net effect of one or
more adjustments, determined as above provided, shall have required a change of
the Exercise Price by at least one cent, but when the cumulative net effect of
more than one adjustment so determined shall be to change the actual Exercise
Price by at least one cent, such change in the Exercise Price shall thereupon be
given effect.

     (I) NUMBER OF SHARES ADJUSTED. Upon any adjustment of the Exercise Price,
the Holder of this Warrant shall thereafter (until another such adjustment) be
entitled to purchase, at the new Exercise Price, the number of Common Shares,
calculated to the nearest full share, obtained by multiplying the number of
Common Shares initially issuable upon exercise of this Warrant by the Exercise,
Price specified in the first paragraph hereof and dividing the product so
obtained by the new Exercise Price.

     (J) NOTICES TO HOLDERS. So long as this Warrant shall be outstanding and
unexercised (i) if the Company shall pay any dividend or make/any distribution
upon the Common Shares or (ii) if the Company shall offer to the holders of
Common Shares for subscription or purchase by them any shares of stock of any
class or any other rights or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then, in any such case, the Company shall
cause to be delivered to the Holder, at least 10 days prior to the date
specified in (x) or (y) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which (x) a record is
to be taken for the purpose of such dividend, distribution or rights, or (y)
such reclassification, reorganization, consolidation, merger, conveyance, lease,
dissolution, liquidation or winding up is to take place and the date, if any is
to be fixed, as of which the holders of Common Shares of record shall be
entitled to exchange their Common Shares for securities or other property
deliverable upon such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up.

     (K) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding Common
Shares of the Company (other than a change in par value, or from par value to no
par value, or from no par value to par value, or as a result of an issuance of
Common Shares by way of dividend or other distribution or of a subdivision or
combination), or in case of any consolidation or merger of the Company with or
into another corporation (other than a merger with a subsidiary in which merger
the Company is the continuing


                                       49

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corporation and which does not result in any reclassification, capital
reorganization or other change of outstanding Common Shares of the class
issuable upon exercise of this Warrant) or in case of any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety, the Company shall cause effective provision to be
made so that the Holder shall have the right thereafter, by exercising this
Warrant, to purchase the kind and amount of shares of stock and other securities
and property which the Holder would have received upon such reclassification,
capital reorganization or other change, consolidation, merger, sale or
conveyance had this Warrant been exercised prior to the consummation of such
transaction. Any such provision shall include provision for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Warrant. The foregoing provisions of this Section (i) shall
similarly apply to successive reclassifications, capital reorganizations and
changes of Common Shares and to successive consolidations, mergers, sales or
conveyances. In the event the Company spins off a subsidiary by distributing to
the shareholders of the Company as a dividend or otherwise the stock of the
subsidiary, the Company shall reserve for the life of this Warrant, shares of
the subsidiary to be delivered to the Holders of the Warrants upon exercise to
the same extent as if they were owners of record of the Warrant Shares on the
record date for payment of the shares of the subsidiary.

     (L) REGISTRATION UNDER THE SECURITIES ACT OF 1933.

          (1) We agree with each Holder of this Warrant that as soon as
     practicable in 2001 after our financial statements for the fiscal year
     ended May 31, 2001 have been audited by our independent audit firm, we will
     prepare at our sole expense and file with the Securities and Exchange
     Commission (and use our best efforts to have the agency declare effective)
     a registration statement on Form S-3 under the Securities Act of 1933 to
     cover the issuance of restricted Common Shares upon exercise of any of
     these Warrants, and resale of such Common Shares by the Holder, and to
     qualify such issuance and resale thereof under the laws of such states
     specified in writing to us by the Holder. The Holder shall be solely
     responsible for payment of any commissions on sale of the Common Shares. We
     will keep the registration statement effective by additional filings with
     the Securities and Exchange Commission for so long as this Warrant is
     exercisable.

          (2) Each Holder shall supply such information as the Company may
     reasonably require from such Holders, or any underwriter for any of them,
     for inclusion in such registration statement or posteffective amendment.

          (3) The Company's agreements with respect to the Warrants and Warrant
     Shares in this Section will continue in effect regardless of the exercise
     or surrender of this Warrant.

          (4) Any notices or certificates by the Company to the Holder and by
     the Holder to the Company shall be deemed delivered if in writing and
     delivered. personally or sent by certified mail, return receipt requested,
     to the Holder, addressed to him at his address as set


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     forth on the Warrant or stockholder register of the Company, or, if the
     Holder has designated, by notice in writing to the Company, any other
     address, to such other address, and, if to the Company, addressed to it at
     877 North 8th West, Riverton, Wyoming 82501. The Company may change its
     address by written notice to Holders.

     (M) TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. The Company may
cause the following legend, or one similar thereto, to be set forth on the
Warrants and on each certificate representing Warrant Shares or any other
security issued or issuable upon exercise of this Warrant not theretofore
distributed to the public or sold to underwriters for distribution to the
public, unless legal counsel for the Company is of the opinion as to any such
certificate that such legend, or one similar thereto, is unnecessary:

     "The securities represented by this certificate may not be offered for
     sale, sold or otherwise transferred except pursuant to an effective
     registration statement made under the Securities Act of 1933 (the "Act")
     and under any applicable state securities law, or pursuant to an exemption
     from registration under the Act and under any applicable state securities
     law, the availability of which is to be established to the satisfaction of
     the Company."

     (N) APPLICABLE LAW. This Warrant shall be governed by, and construed in
accordance with, the laws of the state of Wyoming.

Dated: November 2, 2001

                                  U.S. ENERGY CORP.


                                  By:
                                       -----------------------------------------
                                        Keith G. Larsen, President



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                                  PURCHASE FORM
                                  -------------

                                                 Dated:
                                                        ------------------------

     The undersigned hereby irrevocably elects to exercise the Warrant to the
extent of purchasing shares of Common Stock and hereby makes payment of $ in
payment of the actual exercise price thereof.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK
                     --------------------------------------

Name:
     ---------------------------------------------------------------------------
                  (Please typewrite or print in block letters)

Address:
         -----------------------------------------------------------------------

Signature:
           ---------------------------------------------------------------------

                                 ASSIGNMENT FORM
                                 ---------------

                                                  Dated:
                                                         -----------------------

     FOR VALUE RECEIVED,
                             ---------------------------------------------------

hereby sells, assigns and transfers unto
                                         ---------------------------------------

--------------------------------------------------------------------------------
               (Name: Please typewrite or print in block letters)

Address:
          ----------------------------------------------------------------------

the right to purchase Common Stock represented by this Warrant to the extent of

----------------------------------- shares as to which such right is exercisable

and does hereby irrevocably constitute and appoint

--------------------------------------------------------------------------------

attorney, to transfer the same on the books of the Company with full power of

substitution in the premises.

                           Signature:
                                       -----------------------------------------



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<PAGE>


                   HOLDERS OF WARRANTS DATED NOVEMBER 2, 2001


                                                           Number of Shares
               Name and Address                               Exercisable
               ----------------                            -------------------

               Gulf Projects Investment Co.                       1,950
               James A Mccaughey                                  1,215
               David Gertz                                          485
               David Berlin                                         485
               Ardell Schelich                                      485
               Vincent Schmitz                                      485
               Wayne A. Moore                                       485
               Belmont Navy, LLC                                    485
               Maury Rogow                                          385
               Roy Van Buskirk & Rachel Deutsch                     360
               Marshall G. Folkes, III                              235
               Mohamed Ali Ahmed                                    235
               Lincoln Trust Company
                 FBO Michael M. Vuocolo DDS                         235
               Martin G. Williams &
                 Margaret M. Williams                               235
               R.A. Fitzner, Jr.                                    235
               James V. Raugh                                       235
               Morgan Stanley Dean Witter
                 FBO Thomas Garrity                                 235
               Jeffrey J. Schmitz                                   235
               John J. Lais, III                                    235
               Roger Conan                                          235
               George D. Thompson                                   115
               Larry A. Bach &
                 Susan A. Bach, Sprinkles                           115
               Peyton N. Jackson &
                 Linda M. Jackson                                   115
               Robert H. Taggart, Jr.                             1,519



                                       53

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