LIMITED RESOURSE PROMISSORY NOTE









                                                                 July 31, 2000

 $7,741,378.90                                                New York, New York





FOR VALUE  RECEIVED,  Energy  Systems  Investors,  L.L.C.,  a  Delaware  limited

liability  company with its offices at 920 Park Avenue,  Apt. 4D, New York,  New

York 10028,  Attn:  Lawrence I. Schneider  (the "Maker")  promises to pay to the

order of U.S.  Energy  Systems,  Inc., a Delaware  corporation or any subsequent

holder of this Note (the  "Payee") on July 30, 2001,  at its offices  located at

U.S.  Energy  Systems,  Inc., 515 N. Flagler Drive,  Suite 702, West Palm Beach,

Florida 33401,  or at such other location as Payee may designate in writing from

time to  time,  the  principal  sum of Seven  Million  Seven  Hundred  Forty-One

Thousand  Three  Hundred  Seventy-Eight  and  90/100  ($7,741,378.90)   Dollars,

together with interest  from August 1, 2000 on the unpaid  principal  balance at

the rate of nine and one-quarter  percent  (9.25%) per annum.  Interest shall be

payable in arrears on July 31,  October  31,  January  31, and April 30 of every

year  commencing  October  31,  2000,  with any  unpaid  interest  to be paid at

maturity,  whether by  acceleration  or  otherwise.  Upon  maturity,  whether by

acceleration,  or  otherwise,  this Note shall bear  interest  at the rate which

shall be twelve  percent  (12%) per annum,  but not more than the  maximum  rate

allowed by law. All interest calculations hereunder shall be calculated based on

a 365 day year and on the number of days actually elapsed. Payments of principal

and interest  shall be made in lawful  money of the United  States of America in

immediately  available funds. The obligations evidenced by this Note are secured

by the Pledge  Agreement  dated as of the date hereof  between the Maker and the

Payee (the "Pledge Agreement"). This Note has been issued by Maker in connection

with its exercise of the balance of an option to acquire an aggregate of 888,888

shares of Series A  Convertible  Preferred  Stock (the "Series A Stock") of U.S.

Energy Systems,  Inc.  ("USE"),  such option having previously been exercised to

acquire an aggregate of 27,778 shares of Series A Stock.



                  1. EVENTS OF DEFAULT.  The  occurrence of any of the following

events will be deemed to be an Event of Default  under this Note:  (a) the Maker

shall fail to make any payment of principal or of interest on this Note when due

and such  payment is not  received by the Payee within five days after notice of

such failure is given to Maker; (b) the Maker shall fail,  beyond any applicable

notice,  grace or cure  period,  to make  any  payment  or  shall  fail to keep,

observe,  comply  with or  perform  any  term,  provision,  covenant,  warranty,

agreement,  condition or undertaking  on its part required to be paid,  complied

with or  performed  or  observed,  by the  provisions  of this Note,  the Pledge

Agreement  or any of the other  agreements,  documents or  instruments  executed

and/or  delivered by the Maker to the Payee in connection  with the execution of

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC