Exhibit 10.3(c) Amendment to Agreements with UPC


    
      

    

     

     

    

      AMENDMENT
        TO AGREEMENTS

      


      THIS
        AMENDMENT TO AGREEMENTS effective January 31, 2007, is between Uranium Power
        Corp., a British Columbia corporation ("UPC") and U.S. Energy Corp., a Wyoming
        corporation ("USE"), Crested Corp., a Colorado corporation (“Crested”) and a
        joint venture between USE and Crested; the joint venture between USE and
        Crested
        is referred to herein as "USECC" and USE, Crested and USECC are collectively
        referred to herein as the "USE Parties".

      


      RECITALS

      


      WHEREAS,
        on October 29, 2004, UPC (formerly known as Bell Coast Capital Corp.) and
        the
        USE Parties entered into a letter agreement with respect to the exploration
        and
        potential development and production of certain properties located in the
        Sheep
        Mountain Mining District and the Crooks Gap Mining District in Fremont County,
        Wyoming (“Sheep Mountain Properties”), which letter agreement was revised on
        November 24, 2004, and December 3, 2004, (hereinafter referred to as “Initial
        Letter Agreement”); and

      


      WHEREAS,
        on December 8, 2004, UPC and USE Parties entered into a Purchase and Sales
        Agreement (“PSA”) for the Sheep Mountain Properties, which superseded and
        replaced the Initial Letter Agreement; and 

      


      WHEREAS,
        on April 11, 2005, UPC and the USE Parties entered into a Mining Venture
        Agreement (“MVA”) for the Sheep Mountain Properties; and

      


      WHEREAS,
        on August 22, 2005, UPC and the USE Parties entered into Amended Letter
        Agreement (Amendment #1”) adding to the PSA the Breccia Pipes Project located in
        Arizona and the Burro Canyon Project located in Colorado; and

      


      WHEREAS,
        on January 12, 2006, UPC and the USE Parties entered into Amended Letter
        Agreement #2 (“Amendment #2”) to Paragraph 4 of the PSA concerning timing of
        payment of the purchase price; and 

      


      WHEREAS,
        on May 9, 2006, UPC and the USE Parties entered into an Agreement (“Green River
        Agreement”) to develop two properties, (i) the Green River North properties
        (“Green River North”) consisting of 10 unpatented lode mining claims and (ii)
        the Green River South properties (“Green River South”) previously know as the
        Sahara Mine Property; whereby the Green River North was to be developed by
        a new
        joint venture agreement and the Green River South properties were to be
        developed by the Amended and Restated Option and Joint Venture Agreement-
        Sahara
        Mine Property, Emery County, Utah (“Sahara MVA”); and 

      


      WHEREAS,
        the PSA, MVA, Amendment #1, Amendment #2 and the Green River Agreement are
        hereinafter referred to as the “UPC Agreements”), and

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      WHEREAS,
        the USE Parties have entered into an Exclusivity Agreement with sxr Uranium
        One
        Inc. (“Uranium One”) to sell certain of its uranium assets to Uranium One or one
        or more wholly-owned subsidiaries of Uranium One (collectively, the “Buyers”)
        and if this sale is to be consummated, the USE Parties and the applicable
        Buyers
        will enter into a definitive agreement and close this transaction (the “Uranium
        One Transaction”). 

      


      NOW,
        THEREFORE, in consideration of the covenants and agreements contained herein,
        UPC and the USE Parties agree to the following terms and
        conditions:

      


      	1.  	
              The
                Areas of Mutual Interest contained in the PSA, MVA, Amendment #1
                and Green
                River North are amended and replaced in their entirety as
                follows:

            


      


      	(i)  	
              the
                area of mutual interest for the Sheep Mountain Properties shall be
                one (1)
                mile from the exterior boundary of the Sheep Mountain unpatented
                mining
                claims and the Wyoming State Lease as shown on Exhibit 1, excluding
                however, the Sweetwater Mill and the Green Mountain uranium properties
                owned by Rio Tinto;

            


      


      	(ii)  	
              the
                area of mutual interest for the Burro Canyon properties contained
                in
                Amendment #1 shall be one (1) mile from the exterior boundary of
                the
                unpatented mining claims contained in the Burro Canyon Project as
                shown on
                Exhibit 2;

            


      


      	(iii)  	
              the
                area of mutual interest for the Breccia Pipes properties contained
                in
                Amendment #1 shall be the area covered by the aerial survey as shown
                on
                Exhibit 3, and

            


      


      	(iv)  	
              the
                area of mutual interest for the Green River North properties shall
                be one
                (1) mile from the exterior boundary of the Green River North unpatented
                mining claims lying north of the north right-of-way of Interstate
                70 as
                shown on Exhibit 4.

            


      


      	2.  	
              Conditioned
                upon and effective as of the closing of the Uranium One Transaction,
                the
                Green River South properties are deleted and removed from Green River
                Agreement and the USE Parties hereby agree to quitclaim and /or relinquish
                all rights, responsibilities and obligations to the Green River South
                properties, including the Sahara MVA, to
                UPC.

            


      


      	3.  	
              The
                UPC Agreements are hereby amended to grant the USE Parties the right
                to
                transfer all rights, responsibilities and obligations of the UPC
                Agreements (excluding Green River South) to the Buyers, including
                but not
                limited to the right to receive all payments provided in the UPC
                Agreements. UPC agrees to execute the attached Consent, Waiver and
                Agreement attached as Exhibit 5, thereby, among other things, (i)
                waiving
                any and all rights it may have to any preemptive rights, rights of
                first
                refusal or similar rights with respect to the sale and
                

            



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      assignment
        of the UPC Agreements to the Buyers, and (ii) agreeing that the Buyers will
        not
        assume, and the USE Parties will remain liable for, any liability for breaches
        of the UPC Agreements by the USE Parties and any indemnity granted by the
        USE
        Parties to UPC with respect to periods prior to the closing of the Uranium
        One
        Transaction.

      


      	4.  	
              Conditioned
                upon the closing of the Uranium One Transaction, the USE Parties
                agree to
                provide to UPC access to copy or otherwise use of the USE uranium
                libraries for a period of three (3) years from the closing of the
                Uranium
                One Transaction. 

            


      


      	5.  	
              The
                address and contact information for UPC contained in the notice provisions
                of the UPC Agreements is amended as
                follows:

            


      


      


      Mr.
        Chris
        Healey

      President

      Uranium
        Power Corp.

      3rd
        Floor,
        Bellevue Centre

      235
        Fifteenth Street

      West
        Vancouver, BC

      CANADA
        V7T-2X1

      Phone:
        (604) 921-1810

      Fax:
        (604) 921-1898

      e-Mail:
        chealey@uniserve.com

      


      	6.  	
              Upon
                the closing of the Uranium One Transaction, the USE Parties shall
                have no
                further rights, responsibilities or obligations to UPC except for
                providing access to the USE Parties’ uranium libraries as provided above
                and any liability for a pre-closing breach by the USE Parties or
                a
                pre-closing indemnity obligation of the USE Parties under the UPC
                Agreements.

            


      


      	7.  	
              All
                other terms and conditions of the UPC Agreements shall remain unchanged
                by
                this Amendment to Agreements.

            


      


      


      (Remainder
        of the page intentionally blank.)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      


      This
        Agreement is executed to be effective on the date first shown
        above.

      


      


      URANIUM
        POWER CORP.

      


      


      By
         /s/
        Chris M. Healey              

      


      Its
         President                      

      


      


      U.S.
        ENERGY CORP.

      


      


      By
         /s/
        Mark J. Larsen                

      


      Its
         President                    

      


      


      U.S.
        ENERGY CORP. and CRESTED CORP. dba as USECC, a JOINT
        VENTURE

      


      U.S.
        ENERGY CORP.

      


      


      By
         /s/
        Mark J. Larsen                

      


      Its
         President                    

      


      


      CRESTED
        CORP.

      


      


      By
         /s/
        Keith G. Larsen                

      


      Its
         Co-Chairman