TERMINATION AGREEMENT

Termination Agreement

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This Termination Agreement involves

US ENERGY CORP | CORNELL CAPITAL PARTNERS, LP | NEWBRIDGE SECURITIES CORPORATION

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Title: TERMINATION AGREEMENT
Date: 11/2/2006
Industry: Oil and Gas Operations

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (the “ Agreement ”) is made and entered into effective as of October 31, 2006, by and between U.S. ENERGY CORP, a Wyoming corporation (the “ Company ”), and CORNELL CAPITAL PARTNERS, LP , a Delaware limited partnership (the “ Investor ”), and NEWBRIDGE SECURITIES CORPORATION (“ Newbridge ”).

Recitals :

WHEREAS, the Company:

(A) entered into with the Investor (i) a Standby Equity Distribution Agreement (the “ SEDA ”); (ii) an Amendment to the SEDA (dated May 15, 2006), a First Amendment to the SEDA (dated May 31, 2006); and a Second Amendment to the SEDA (dated June 5, 2006), collectively the “ SEDA Amendments ”); and (iii) a Registration Rights Agreement (dated May 5, 2006), and Amendment Number 1 to the Registration Rights Agreement (dated September 5, 2006) (collectively, the “ Registration Rights Agreement ” including the Amendment);

(B) issued to the Investor (i) an Amended and Restated Warrant to purchase 10

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