EXHIBIT 10.5
U.S. ENERGY CORP.
000 XXXXX 0XX XXXX
XXXXXXXX, XXXXXXX 00000
TEL. (000) 000-0000 FAX (000) 000-0000
November 2, 2001
VentureRound Group, LLC
000 X. 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel. (000) 000-0000 Fax (000) 000-0000
Re: Agreement for Strategic Services
Attn: Xxxxx Xxxxxx:
Dear Xx. Xxxxxx:
This letter confirms our agreement whereby your firm (VentureRound Group,
LLC "VRG") will provide the following services to U.S. Energy Corp. (the
"company") starting as of November 2, 2001 and ending November 2, 2002. These
services are to be provided to the company on its request to you, although it is
understood that VRG may on its own initiative make the necessary contacts to
start discussions with interested parties:
1. Advice concerning the structure and timing of private and public
securities offerings by the company, and introductions to possible
institutional and accredited investors.
2. Advice concerning the structure and timing and identification of
possible joint venture industry or financial institution investors to
fund acquisition, exploration and production from the coalbed methane
properties owned by the company's subsidiary Rocky Mountain Gas, Inc.
Compensation for VRG's participation in capital raises covered by 1 and 2
will be negotiated at that time between VRG and the company. In the meantime,
for services related to advice generally concerning 1 and 2 and identification
of possible investors, the company agrees to issue to VRG or its owners warrants
to purchase 11,034 shares of restricted common stock, expiring November 2, 2006,
at $3.75 per share, in the form attached to this agreement.
VentureRound Group, LLC U.S. Energy Corp.
/s/ Xxxxx Xxxxxx /s/ Xxxxx X. Xxxxxx
Xxxxx Xxxxxx, duly authorized Xxxxx X. Xxxxxx, President
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