EXHIBIT 2.3
SECOND AMENDMENT TO
PLAN AND AGREEMENT OF SHARE EXCHANGE
THE PLAN AND AGREEMENT OF SHARE EXCHANGE ("Agreement") entered into as of
March 2, 2001, by and between Admiralty Corporation, a Georgia corporation
("Admiralty"); Ruby Mining Company, a Colorado corporation ("RMC"); and U.S.
Energy Corp., a Wyoming corporation ("USE"), was amended as of April 6, 2001 and
is amended again as of May 4, 2001. "Section" refers to sections in the
Agreement; capitalized terms have the meanings therein ascribed. Only paragraphs
1 and 2 of the first Amendment are changed by this Second Amendment. Except for
such changes, the Agreement as amended on April 6, 2001 remains in effect.
1. The Closing Date under Section 1.02 is changed to the date described in
paragraph 2 below.
2. The amount of fees payable to USE for its Exchange Services Agreement
under Section 2.02 does not change, but payment terms are changed to be $50,000
payable by wire transfer on May 4, 2001, and $50,000 payable on the earliest
date thereafter (the "Closing Date") on which cleared funds are available for
such purpose from the escrow account established for Admiralty by Kutak Rock
LLP.
IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be
executed on its behalf attested by officers thereunto as of the day and year
first above written.
USE: RMC:
U.S. ENERGY CORPORATION RUBY MINING COMPANY
By /s/ John L. Larsen By /s/ John L. Larsen
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Name John L. Larsen Name John L. Larsen
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Title CEO Title President
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ADMIRALTY:
ADMIRALTY CORPORATION
By /s/ Herbert C. Leeming
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Name Herbert C. Leeming
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Title Chairman
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