0001193125-07-132676 Sample Contracts

WARRANT PURCHASE AGREEMENT between and KENMONT SPECIAL OPPORTUNITIES MASTER FUND, L.P.
Warrant Purchase Agreement • June 8th, 2007 • U S Energy Systems Inc • Electric, gas & sanitary services • Delaware

WARRANT PURCHASE AGREEMENT, dated as of August 7, 2006 (this “Agreement”), between U.S. ENERGY SYSTEMS, INC., a Delaware corporation (the “Company”), and KENMONT SPECIAL OPPORTUNITIES MASTER FUND, L.P. (“Kenmont”).

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SERVICE AGREEMENT
U S Energy Systems Inc • June 8th, 2007 • Electric, gas & sanitary services
EMPLOYMENT AGREEMENT
Employment Agreement • June 8th, 2007 • U S Energy Systems Inc • Electric, gas & sanitary services • England and Wales

This is an Employment Agreement, dated as of 1 September, 2006, by and between UK Energy Systems Ltd. (“UKESL”), a subsidiary of US Energy Systems, Inc. (“USEY”) and Joseph P. Reynolds (“Reynolds”), a United States citizen, of 14203 Ragus Lake Drive, Sugarland TX 77478.

FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • June 8th, 2007 • U S Energy Systems Inc • Electric, gas & sanitary services • New York

This SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of , 2007, by and between U.S. Energy Systems, Inc., a Delaware corporation (the “Company”), and , a (the “Investor”).

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